definiens: means, with respect to a Product, for a particular period, the gross amount invoiced on sales ofsuch Product in the Territory recognized as gross revenue in accordance with GAAP by [COMPANY], its Affiliates and assigns toindependent, unrelated Third Parties ( excluding sales of Authorized Generics of such Product to Authorized GenericDistributors ) during such period in bona fide arms ’ length transactions, less the following deductions, calculated to arrive atnet sales in accordance with GAAP : ( a ) freight, insurance ( but only insurance with respect to shipping the Product ), and othertransportation charges to the extent added to the sales price and set forth separately as such on the total amount invoiced;(b ) any sales, use, value - added, excise taxes or duties or allowances on the selling price of the Product to the extent added tothe sales price and set forth separately as such on the total amount invoiced ; ( c ) chargebacks, trade, quantity and cashdiscounts and rebates to the extent customary in the trade, including governmental rebates ; ( d ) allowances or credits, including allowances or credits on account of rejection, defects or returns of the Product, or because of a retroactive pricereduction ; ( e ) redemption costs associated with any voucher, coupon, loyalty card or other co - pay assistance programs for theProduct ; and ( f ) fees paid to wholesalers, group purchasing organizations, pharmacy benefit managers and the like based onthe sale or dispensing of the Product . Net Sales shall not include a sale or transfer to an Affiliate, licensee, sublicensee orassign of [COMPANY] or [COMPANY] or if done for clinical, regulatory or governmental purposes where no consideration isreceived ; but the resale by such Affiliate, licensee, sublicensee or assign of [COMPANY] or [COMPANY] shall be considered a sale ofsuch Product ( for clarity, excluding resales of Authorized Generic versions of such Product ) . For sales of Products byDepomed between the Effective Date and the First Sales Booking Date, Net Sales shall have the meaning set forth abovemutatis mutandis . For purposes of clarity, it is the intent of the parties that for the purposes of this Agreementshall be consistent with the GAAP net sales reported by [COMPANY] or [COMPANY], as applicable, in its periodic reports with theU.S. Securities and Exchange Commission . For further clarity, [COMPANY] shall not deduct from Net Sales any amounts for whichDepomed bears financial responsibility under Section 9.3