definiens: shall mean, with respect to the Product for any period, the gross amounts billed or invoiced or otherwise received forsales of the Product in the Partner Territory to Third Parties by or on behalf of Partner, its Affiliates and/or Sublicensees, as the case may be, after Regulatory Approval of the applicable Product NDA in the Partner Territory, less the following deductions for costs incurred by Partner, its Affiliates and/or Sublicensees in connection with sales of the Product in the Partner Territory, to the extent solely related to the Product andcalculated in accordance with United States Generally Accepted Accounting Principles 4 ( ) and the accounting policies of Partner to the extent consistent with the US GAAP, its Affiliates and/or Sublicensees, as the casemay be, consistently applied, for external reporting:(a ) any normal and customary trade, quantity, prompt pay, cash and similar discounts or allowances ( including, chargebacksand allowances but excluding payments and other amounts described in clause ( f ) below ) actually granted, allowed or incurred in connectionwith the sale of the Product;(b ) any normal and customary credits, rebates and allowances granted, allowed or incurred on account of ( i ) the rejection orreturn of the Product ( including wholesaler and retailer returns and returns of expired or expiring Product ), ( ii ) price adjustments affecting theProduct, ( iii ) billing or quantity errors or ( iv ) recalls of the Product;(c ) any costs actually paid to a Third Party by Partner or its Affiliates or Sublicensees for packing, packaging, transportation, importation, postage, shipping and handling charges for the Product, and other charges relating thereto, such as insurance and customsduties, and separately identified on the invoices or other documentation maintained in the ordinary course of business by Partner or itsAffiliates or Sublicensees;(d ) any sales, excise or value added taxes, other consumption taxes, and similar compulsory payments to, or charges by, Governmental Authorities imposed on or charged to Partner or its Affiliates or Sublicensees in connection with the sale of the Product andseparately identified on the invoices or other documentation maintained in the ordinary course of business by Partner or its Affiliates orSublicensees;(e ) any actual bad debts actually written off by Partner or its Affiliates or Sublicensees, as reflected in its audited financialstatements for the applicable reporting period or other documentation maintained in the ordinary course of business by Partner or its Affiliatesor Sublicensees provided that if the debt is recovered it will be included in Net Sales ; and(f ) any reasonable rebates, reimbursements, fees or other payments or assistance by Partner or its Affiliates or Sublicensees to(i ) wholesalers and other non - affiliated distributors, pharmacies and other retailers, buying groups ( including group purchasing organizations),health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, government authorities, or otherinstitutions or health care organizations with respect to the Product ; or ( ii ) patients and other Third Parties ( including charitable foundations)arising in connection with any patient assistance, co - pay assistance or similar programs applicable to the Product under which Partner or itsAffiliates or Sublicensees provide to low income, uninsured or other patients the opportunity to obtain Partner ’s pharmaceutical products at nocost or reduced cost