definiens: means the gross amount invoiced by Parent, any of its Affiliates ( including the SurvivingCorporation ) or any of its Licensees ( each, a ) to a third party for sales or distribution of XERAVA inthe U.S., less the following deductions as calculated in accordance with GAAP consistently applied : ( i ) customary trade, cash and quantity discounts given to customers ; ( ii ) rebates, credits and allowances given by reason of rejections returns, damaged ordefective product or recalls ; ( iii ) government - mandated rebates, credits and adjustments paid or deducted ; 3 ( iv ) customary price adjustments, allowances, credits, chargeback payments, discounts, rebates, free of charge concessions, fees and reimbursements granted or made to managed careorganizations, group purchasing organizations or other buying groups, pharmacy benefit management companies, health maintenance organizations and any other providers of health insurance coverage, health care organizationsor other health care institutions ( including hospitals ), health care administrators, patient assistance or other similarprograms, or to federal state / provincial, local and other governments, including their agencies ; ( v ) reasonable and customary freight, shipping, insurance and other transportationexpenses, if borne by the applicable Selling Party without reimbursement from any third party ; ( vi ) amounts written off as uncollectable debt ; provided that the amount of anyuncollectable debt deducted pursuant to this exception and actually collected in a subsequent Calendar Quartershall be included in Net Sales for such subsequent Calendar Quarter ; and ( vii ) sales, value - added, excise taxes, tariffs and duties, and other taxes andgovernment charges directly related to the sale, delivery or use of XERAVA ( but not including taxes assessedagainst the net income derived from such sale )