definiens: shall mean the gross amount billed, as of the date of invoicing, by or on behalf ofPurchaser or any of its Affiliates ( including by any co - Promoter, joint venturer or assignee ) for sales of a Product to athird party in the United States, less : ( a ) normal and customary discounts, including cash discounts, discounts tomanaged care or similar organizations or government organizations, rebates paid, credited, accrued or actually taken, including government rebates such as Medicaid chargebacks or rebates, and retroactive price reductions orallowances actually allowed or granted from the billed amount, and commercially reasonable and customary fees paidto distributors ( other than to a distributor that is an Affiliate of Purchaser ) ; ( b ) credits or allowances actually grantedupon claims, rejections or returns of such sales of Products, including recalls, regardless of Purchaser requestingsuch recalls ; ( c ) freight, postage, shipping and insurance charges paid for delivery of such Product, to the extentbilled separately on the invoice and paid by the buyer ; ( d ) taxes, duties or other governmental charges levied on ormeasured by the billing amount when included in billing, as adjusted for rebates, charge - backs and refunds to theextent actually paid or allowed by the selling party ; and ( e ) actual uncollectible accounts receivables determined inaccordance with IFRS, consistently applied, provided, that in no event shall the aggregate amount of Net Salesearned after the Closing exceed $ 70,000,000.01 for purposes of this Agreement