definiens: means, with respect to any applicable period:(a ) for any Product sold in the U.S., the gross invoiced amount of such Product sold in respect of suchperiod to any third party that is not an Affiliate of the Selling Entity by Buyer, its Controlled Affiliates or any licensees, sublicensees or transferees to which Buyer or its Controlled Affiliates has granted or otherwise transferred rights tosell such Product or granted a license under or sold any patents or pending patent applications included in theAcquired Assets in respect of such Product, including, for the avoidance of doubt, any licensees, sublicensees ortransferees of such licensees, sublicensees or transferees ( each a ) for sale to unrelated third partiesin bona fide arm ’s length transactions ; or(b ) for any Product sold outside of the U.S., the gross invoiced amount of such Product sold in respect ofsuch period to any third party that is not an Affiliate of the Selling Entity by Buyer or its Controlled Affiliates ; or(c ) for any Product sold outside of the U.S., in the event any Product is marketed or sold by a Selling Entityother than Buyer or its Controlled Affiliates, Net Sales shall include all income, revenue and other consideration inrespect of such Product or any related patents or patent applications in whatever manner received by Buyer or aControlled Affiliate of Buyer, as applicable, through any arrangement between Buyer or any of its Controlled Affiliates, on the one hand, and such Selling Entity or any of its Affiliates, on the other hand, including in connection with anysale, licensing, sublicensing, distribution or other transaction relating to such Product or any patents or patentapplications, including, without limitation, upfront payments, royalties, milestone payments, technology transferpayments, issue fees, any lump sum payments, and any and all other similar fees and payments, but excluding anyamounts ( x ) received by Buyer or any of its Controlled Affiliates as bona fide reimbursement for research, development, manufacturing or similar services conducted for such Product after the date of the sale, licensing, sublicensing, distribution or other transaction referred to above or for patent, patent prosecution or other out - of - pocketexpenses relating to such Product incurred after the date of the sale, licensing, sublicensing, distribution or othertransaction referred to above or ( y ) received by Buyer or any of its Controlled Affiliates from a Person to which Buyerhas transferred its rights to sell Products outside the U.S. and which Person, in connection with such transfer, has notalso assumed Buyer ’s obligation to make all milestone payments to a third party with respect to such Products but iscontractually obligated to pay to Buyer an amount in respect of or equal to such milestone payments, solely to theextent that Buyer is required to, and does, following receipt of such amounts, promptly pay such amounts to suchthird party to whom such milestone payments are owed ; -14 - less, in each of clauses ( a ) and ( b ), the following deductions, in each case related specifically to such Product, to theextent reasonable and customary, and actually allowed and not otherwise recovered by or reimbursed to the SellingEntity : ( i ) refunds, allowance or credits for recalls, breakage, rejected, or returned products, ( ii ) excise, use, valueadded, and sales Taxes ( other than income Taxes ) included in the invoiced amounts, ( iii ) tariffs, import / export duties, customs duties, and other imposts actually paid by the Selling Entity, ( iv ) quantity, trade, and cash discounts, including those allowed under group purchasing organization or other commercial customer or payor contracts, stocking incentives and patient assistance programs, ( v ) price reductions, chargebacks or rebates, retroactive orotherwise, to the extent required by applicable Law, including Medicaid, managed care rebates and Medicare rebates, Department of Veterans Affairs and Department of Defense discounts and Public Health Service Act rebates and(vi ) distribution or any other similar service fees . With respect to each relevant period for which Net Sales arecalculated hereunder, there shall be included appropriate accruals for all of the items listed in clauses ( i ) through ( vi)of the immediately preceding sentence, calculated according to GAAP, and adjustments to accruals as increases ordecreases to Net Sales ( as applicable ) by the difference between actual paid amounts and accruals for all such itemsin the prior measurement period . All of the foregoing ( including each of the components with the Net Sales calculation)and the recording of a sale of a Product is deemed to occur and shall be calculated in accordance with GAAP and thenormal revenue recognition policies of Buyer during the relevant period with respect to the sale of the applicableProducts ; provided that, with respect to Net Sales outside of the U.S. under clause ( b ) above, allowances shall becalculated in accordance with the local GAAP and revenue recognition policies applicable to the relevant counterparty