definiens: means, [ without duplication, the aggregate amount invoiced on account of sales ofReslizumab for eosinophilic esophagitis by ( i ) Optionee, ( ii ) any of its Affiliates, ( iii ) any of its ' or its Affiliates ' sublicensees and ( iv ) any transferee ( other than an Affiliate or a sublicensee ) of the rights to the Company IP that covers Reslizumab to a third party ( but not including sales between or anlOng Optionee and its Affiliates where Reslizumab is intended for resale ) minus the following reductions relating to such sales : ( a ) trade, quantity and cash discounts or rebates, which are not already reflected in the amount invoiced ; ( b ) any adjustments or allowances on account of price adjustments, billing errors, rejected goods, damaged goods . returns and withdrawal, recall or relabeling of Reslizumab ; 6 ( c ) credits, volume rebates, charge - back and prime vendor rebates, reimbursements or similar payments granted or given to . or related administrative, processing or other fees charged to, wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organization s or other institutions or health care organizations, which are not already renected in the amount invoiced ; ( d ) any Tax ( including sales Tax and value added Taxes ( but only to the extent not reftmded in accordance with applicable Requirements of Law ), but excluding any Tax on income ), tariff, customs duty, excise or other duty or other governmental charge levied on the manufacture, sale, transportation or delivery of Reslizumab and remitted to the applicable taxing authority ; ( e ) payments or rebates paid in connection with sales of ReslizLlI11ab to any Governmental Body in respect of any state or federal Medicare, Medicaid or similar programs, or other managed care programs, which are not already renected in the amount invoiced ; ( f ) freight, postage, handling, shipping, insurance or other transportation costs charged to the customer whether invoiced separately or included within the selling price ; and ( g ) amounts allocated for bad debt detern1ined by U.S. generally accepted accounting principles consistently applied