definiens: shall mean : 1 ) The gross amounts invoiced for sales of all Licensed Product, commencing with the First Commercial Sale, sold inthe Territory by Licensee, its Affiliates and Designees to Third Parties for use in the Field ( such invoiced amounts referred tohereinafter as ), less the following deductions from Gross Sales which are actually incurred : ( i ) credits or allowances granted for billing errors or for damaged, outdated, returned, rejected or recalled LicensedProduct ; ( ii)uncollectible amounts on previously sold Licensed Product and retroactive price reductions ; ( iii)reasonable trade, cash and quantity discounts or rebates ; ( iv)taxes, duties and any other governmental charges or levies imposed upon or measured by the manufacture, use, orsale of a Licensed Product, as adjusted by any rebates or refunds ; ( v)chargebacks and rebates, including those granted to managed health care organizations, wholesalers, buyinggroups, retailers or to federal, state, local and other governments, their agencies and purchasers and reimbursers ; ( vi)freight, insurance, data, distribution - related fees, and other charges or fees directly related to the handling ordistribution of Licensed Product or services provided in connection with the handling or distribution of LicensedProduct ( to the extent not paid by a Third Party customer ), subject, however, to the limitation that only fiftypercent ( 50 % ) of any charges and fees associated with any credit card transactions may be included in thedeductions ; and ( vii)nursing fees, and inventory management fees, discounts or credits ; and credits and allowances made for wastagereplacement, indigent patients, patients unable to satisfy co - pay obligations and similar programs;All of the foregoing elements of Net Sales calculations shall be determined and recorded in accordance with U.S. GenerallyAccepted Accounting Principles, consistently applied . Where actual data for a particular deduction is not reasonably availableat the time that a royalty payment is due under this Agreement with respect to relevant Gross Sales, Licensee shall make areasonable estimate of that deduction for purposes of calculating Net Sales due for a particular Calendar Quarter . Licenseewill subsequently make any required adjustment with respect to that deduction in the royalty payment owed for the CalendarQuarter in which actual data for a particular deduction does reasonably become available . In the case of actual data for aparticular deduction that is not reasonably available until after the Royalty Term, Licensee ’s royalty payments made duringthe Royalty Term shall be adjusted by a subsequent payment to [COMPANY] or refund to Licensee ( as the case may be ) asrequired based on such actual data, provided, however, that ( i ) Licensee shall report such actual data to [COMPANY] as soon as itreasonably becomes available to Licensee, and ( ii ) any such refund to Licensee shall not in any event exceed five million U.S