definiens: means the gross amounts invoiced for sales or other dispositions of Products ( including Companion Diagnostics ) by oron behalf of Adagio, its Affiliates and Licensees ( each, a ) to Third Parties ( other than a Selling Party ), less the followingdeductions actually incurred, allowed, paid, accrued or otherwise specifically allocated to Products by the Selling Party ( if not previouslydeducted in calculating the amount invoiced ), all in compliance with applicable accounting standards, consistently applied by the Selling Party:(a ) trade, cash and quantity discounts actually allowed with respect to such sales;(b ) compulsory or negotiated cash payments and rebates to governmental authorities ( or designated beneficiaries thereof ) in thecontext of any national or local health insurance programs or similar programs, including pay - for - performance agreements and risk sharingagreements, in each case with respect to Product;(c ) rebates, chargebacks, administrative fees, and discounts to managed health care organizations, group purchasingorganizations, insurers, pharmacy benefit managers ( or equivalent thereof ), specialty pharmacy providers, purchasers, reimbursers, or tradecustomers, in each case with respect to Product;(d ) reasonable fees paid to wholesalers, distributors, selling agents ( excluding sales representatives of the Selling Party ), grouppurchasing organizations, Third Party payors, and managed care entities, in each case with respect to Product;(e ) retroactive price reductions, credits or allowances actually granted upon claims, rejections or returns of Product, including forrecalls or damaged or expired goods, billing errors and reserves for returns, in each case with respect to Product;(f ) excise taxes, use taxes, tariffs, sales taxes and customs duties or other government charges or fees imposed on the sale ofProduct ( including VAT, but only to the extent that such VAT taxes are not reimbursable or refundable ), specifically excluding, for clarity, anyincome taxes assessed against the income arising from such sale ; 8(g ) outbound freight, shipment, insurance and other distribution costs to the extent included in the invoiced price and separatelyitemized on the invoice, in each case with respect to Product ; and(h ) amounts actually written off as bad debt or otherwise uncollectible with respect to Product ; provided, however, if any suchwritten - off amounts are subsequently collected, such collected amounts shall be included in Net Sales in the period in which they arecollected