definiens: shall mean that sum determined, in accordance with generally accepted accounting principles, by deducting the following deductions from the aggregate gross In Market sales proceeds received by Newco and/or Atrix for the Deferred Consideration Product and/or Newco IP Product by Newco and/or Atrix, and/or an Affiliate of Atrix and/or Newco : ( i ) taxes, duties or other governmental charges ( but, for the avoidance of doubt not income or corporation tax ), levied on, absorbed, or otherwise imposed on the sale of the Deferred Consideration Product and Newco IP Product that are actually paid by Newco and/or Atrix, and/or by an Affiliate of Newco and/or Atrix ; ( ii ) a discount from the gross sales proceeds to cover such industry costs as are incurred by Newco and/or Atrix, and/or by an Affiliate of Newco and/or Atrix, in respect of transport, shipping and insurance costs ; and discounts, rebates or chargebacks directly related to the sale of the Deferred Consideration Product and Newco IP Product ; ( iii ) amounts repaid or credited by Newco and/or Atrix, and/or by an Affiliate of Newco and/or Atrix by reason of the rejection or return of goods, including rejection or return of goods attributable to a recall of a Deferred Consideration Product and/or Newco IP Product ; and ( iv ) the Agreed Cost Deduction ( to the extent not otherwise previously deducted and offset in favor of Atrix, Newco and/or any of their respective Affiliates )