definiens: shall mean, for an applicable period, with respect to the Product, commencing with the First Commercial Sale, net sales as determined in accordance with GAAP, which, for the avoidance of doubt, shall comprise the gross amounts received by G1 or its Affiliates for arm ’s length sales of the Product in the Field in the Territory to a Third Party ( excluding any sales of G1 or its Affiliates ), less the following deductions solely to the extent incurred or allowed with respect to such sales, and solely to the extent such deductions are in accordance with GAAP, and which are not already reflected as a deduction from the invoiced price : ( a ) disco unts, including GPO administrative fees ( to the extent not previously applied to such amounts received ), charge -back payments, and rebates; ( b ) credits and allowances for damaged goods, rejections, recalls or returns of the Product; ( c ) allowances for doub tful or uncollectible amounts ( provided that, such amounts shall be included in the computation of to the extent subsequently collected or earned ) and if the Product is sold by G1 or its Affiliates through intermediaries such as agents, consign ees or co -promoters who do not purchase and take title to the Product, the promotion fee will be due only on sales to those Third Parties who actually purchase and take title to the Product through such intermediaries ; and ( d ) payments to wholesalers in ac cordance with distribution service agreements . If the Product is distributed to Third Parties in connection with clinical and non -clinical research and trials ( including studies reasonably necessary to comply with Applicable Law ), Product samples, charitab le purposes, promotional purposes, early access programs, compassionate sales or use, or an indigent program or similar bona fide arrangements for which G1 or any of its Affiliates for good faith business reasons receives consideration in respect thereof that is less than the average cost of goods for this Product, such consideration shall not be included in Net Sales