definiens: means the gross amount billed or invoiced by Opht hotech or any of its Affiliates or Sublicensees to Third Parties throughout the Territ ory for sales or other dispositions or transfers fo r value of Licensed Products in the Ophthalmic Field less ( i ) allowances for normal and customary trade, quantity and cash discounts actually allowed and taken, and inventory management fees paid to wholesalers and distributo rs, ( ii ) transportation, insurance and postage charges, if paid by [COMPANY] or any Affiliate or Sublicen see and included on any such Third Party ’s bill or invoice as a separate item, ( iii ) credits, chargebacks, ret roactive price reductions, rebates and returns, to the extent actu ally allowed, ( iv ) negotiated payments made to priv ate sector and government Third Party payors ( e.g., PBMs, HMOs and PPOs ) and purchasers / providers ( e.g., staff mo del HMOs, hospitals and clinics ), regardless of the pay ment mechanism, including without limitation off - in voice, rebate, chargeback and credit mechanisms, ( v ) disco unts paid under discount prescription drug programs and reductions for coupon and voucher programs ; ( vi ) an y tax, tariff, customs duty, excise or other duty o r other governmental charge ( other than a tax on income ) le vied on the sale, transportation or delivery of Lic ensed Product and actually paid by [COMPANY] or any of i ts Affiliates or Sublicensees ; and ( vii ) portions o f gross amounts billed or invoiced that are written off as uncollectible, not to exceed [ * * ] percent ( [ * * ] % ) o f Annual Net Sales in any Calendar Year . In addition, Net Sales are subject to the following : ( a ) If [COMPANY] or any of its Affiliates or Subli censees effects a sale, disposition or transfer of a Licensed Product in the Ophthalmic Field to a customer in a particular country as part of a packa ge of Licensed Products and services ( but not in a Combin ation Product ), the Net Sales of such Licensed Prod uct to such customer shall be deemed to be of such Licensed Product less applicable d iscounts pursuant to this definition of Net Sales . For purpo ses of this subsection ( a ), sha ll mean the fraction ( A / A+B ), where A equals the value that wou ld have been derived had such Licensed Product been sold as a separate Licensed Product to another customer in the country concerned on customary commercial te rms and B equals the aggregate value that would have be en derived had the other components of such package been sold as separate products to another customer in th e country concerned on customary commercial terms