definiens: means, with respect to a particular Calendar Quarter, the total amounts billed to Third Parties by aParty, its Affiliates or its Sublicensees for sale or other distribution ( provided such distribution is accounted for as a sale inaccordance with GAAP or IFRS, as applicable ) of Products during such time period to Third Parties in the Territory, less thefollowing deductions to the extent actually allowed or incurred with respect to such sales:(a ) discounts, including without limitation cash and quantity discounts, credits, allowances, charge - backpayments, and rebates, actually granted to trade customers, managed health care organizations, federal, state, or localgovernment and the agencies, purchasers, and reimbursers of managed health organizations or federal, state, or localgovernment ( as required by Laws or applicable Regulatory Authorities ) ; provided that such Party, its Affiliates and itsSublicensees will account for any such discount in accordance with its internal accounting practices and GAAP or IFRS, asapplicable;(b ) credits or allowances actually granted upon damaged goods, rejections, or returns of such Products, including without limitation in connection with recalls;(c ) freight, postage, shipping, transportation, and insurance charges actually allowed or paid for delivery ofProducts, to the extent billed;(d ) taxes ( other than income taxes ), duties, tariffs, or other governmental charges levied on the sale of suchProducts to the extent billed, including without limitation value - added taxes, net of all reimbursements and allowances;(e ) commissions allowed or paid to Third Party distributors, brokers or agents other than sales personnel, salesrepresentatives, and sales agents employed by such Party;(f ) deductions from gross invoiced sales amounts as reported by a Party in its financial statements inaccordance with IFRS or GAAP, as applicable . A Party will notify the other Party if it becomes aware of any changes to IFRSor GAAP, as applicable, that will affect the deductions from Net Sales ; and(g ) the actual amount of any write - offs for bad debt relating to such sales during the period in which a Partyhas the obligation to pay a royalty ; provided that such [ * * * ] Certain information in this document has been omitted and filed separately with the Securities and ExchangeCommission . Confidential treatment has been requested with respect to the omitted portions