definiens: means the gross amount invoiced to, or, if not invoiced, received from, Third Parties for the sale orother disposition of Licensed Products by [COMPANY], Aqua, their Affiliates, or any Sublicensees, less the followingdeductions ( to the extent applicable and determined in accordance with IFRS ( International Financial ReportingStandard ), consistently applied):(a ) customer trade, quantity and/or cash discounts therefor;(b ) adjustments and allowances to Third Parties, including without limitation for price and floor stock adjustments, shortages, promotional payments, billing errors, rejections, returns, damaged or destroyed Licensed Product, recalland bad debts;(c ) credits, refunds, rebates, chargebacks ( allowed, given or accrued, including but not limited to cash, governmental and managed care rebates, hospital or other buying group chargebacks, and governmental taxes in thenature of a rebate based on usage levels or sales of the Product, or the like ), administrative fee arrangements, reimbursements, fees or similar payments to wholesalers, buying groups, pharmacy benefits managementcompanies, health maintenance organizations or other institutions or health care organizations or other customers;(d ) to the extent not already deducted under clause ( c ) above, amounts incurred resulting from government ( orany agency thereof ) mandated rebate programs in the Territory ( including Medicaid or Medicare and other federal orstate payments or rebates, chargebacks and similar items ) and that portion of the annual fee or contribution on drugmanufacturers imposed by any applicable Law or national health systems allocated to the sales of the LicensedProduct in accordance with [COMPANY] ’, Aqua ’s, their Affiliates ’, or Sublicensees ’ standard policies and proceduresconsistently applied across its products and any other similar compulsory payment, mandatory rebates and cashrebates to the sale of the Licensed Product paid to a government, Regulatory Authority, health insurers or to a privateor public body with competence in pricing, reimbursement or paying matters pursuant to a mandatory regulation in anycountry of the Territory, such as industry paybacks to national health systems;(e ) to the extent not already deducted under clause ( c ) or ( d ) above, any other rebates, chargebacks, paybacksand other similar allowances made, including with respect to sales paid for by any institution, governmental orRegulatory Authority, public or private body with competence in pricing or reimbursement matters;(f ) if included in the aggregate gross invoice price of the Product, any tariffs, custom duties, sales, value - addedor excise taxes;(g ) patient assistance programs ( savings cards, e vouchers, etc . ) ; and(h ) freight and insurance pass - through charges to Third Parties ( not applicable in relation to sales in the US )