definiens: means, with respect to each Earnout Product, the gross amountsinvoiced for sales of such Earnout Product by or on behalf of Buyer and its Affiliates, transferees, licensees and sublicensees ( each a ) to Third Parties ( other thansublicensees ), less the following deductions, to the extent included in the gross invoicedsales price for such Earnout Product, with respect to the sale of such Earnout Product andthat are in accordance with GAAP ( as generally and consistently applied throughout theSelling Party ’s organization):(a ) normal and customary trade, quantity and prompt pay discountsactually allowed and properly taken directly with respect to sales of such Earnout Product;(b ) credits, allowances and other similar adjustments given or made forrejection or return of such previously sold Earnout Product or for retroactive price reductionsand billing errors;(c ) Rebates, coupons, and chargeback payments granted to managedhealth care organizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and other governments, their agencies and buyers and reimbursers, orto trade customers;(d ) amounts written off by reason of uncollected debt if and when actuallywritten off or allowed, provided that such amounts shall be added back to Net Sales if andwhen collected;(e ) costs of freight, insurance, and other transportation charges directlyrelated to the distribution of such Earnout Product;(f ) Taxes, duties or other governmental charges ( including any Tax suchas a value added or similar Tax, but excluding any Taxes based on income ) levied on ormeasured by the billing amount for such Earnout Product, as adjusted for rebates andrefunds;(g ) reasonable fees paid to wholesalers, distributors, selling agents(excluding any sales representatives of a Selling Party ), group purchasing organizations, Third Party payors, other contractees and managed care entities, in each case with respectto such Earnout Product ; and(h ) that portion of the annual fee on prescription drug manufacturersimposed by the Patient Protection and Affordable Care Act, Pub . L. No . 111 - 148 ( asamended ) that the11Confidential and ProprietaryCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITYREQUEST