definiens: means, for a particular period of time, the sum of ( a ) net sales reported by Sentynl(or its Aﬃliates ) for sales of ( i ) the Product and ( ii ) any Derivative Products ( solely, in the case of DerivativeProducts that are not Mere Extensions, through the applicable Derivative Product Restrictive Period ), to ThirdParties, anywhere in the world, for any indication, calculated in a manner consistent with Sentynl’scalculations of net sales across its product portfolio generally and calculated in accordance with GAAP, provided that such amount reﬂects the gross invoice price at which the Product and Derivative Products weresold or otherwise disposed of by Sentynl and its Aﬃliates ( excluding sales by any licensee ) to Third Parties inthat period reduced by gross - to - net deductions, the fair - market - value amounts ( or such other amount mutuallyagreed upon between the Parties ) reasonably attributable to other components ( other than the Productand / or any Derivative Product ) of any combination product or bundled product ( but only if such other8components are therapeutically active compounds that are sold separately ), and amounts from a prior periodwhich are not collected and are written oﬀ by Sentynl or its Aﬃliates ( including bad debts ), if not previouslydeducted from such invoiced amount, taken in accordance with GAAP, and ( b ) net sales reported by eachlicensee of Sentynl or its Aﬃliates ( excluding amounts received by distributors for sales of the Product and / orDerivative Products sold to such distributor, if the sale amounts for such sales to such distributor areotherwise included by this deﬁnition of Net Sales ) for sales of the Product and any Derivative Products ( solely, in the case of Derivative Products that are not Mere Extensions, through the applicable Derivative ProductRestrictive Period ) to Third Parties as determined in accordance with GAAP . The calculations described inclauses ( a ) and ( b ) above shall exclude hedging gains or losses and shall be reduced by the followingdeductions to the extent speciﬁcally related to the Product and/or Derivative Products and actuallyallowed / accrued, incurred or paid during such period : ( i ) reasonable cash discounts, allowances, rebates, voucher redemptions or chargebacks ; ( ii ) sales, value - added, excise taxes, tariﬀs and duties, and other taxesdirectly related to the sale, to the extent added to the sale price and paid by the selling party and notrefundable in accordance with applicable Law and without reimbursement from any Third Party ( but excludingincome or net proﬁt taxes or franchise taxes of any kind ) ; and ( iii ) amounts allowed / accrued or credited onreturns, provided that all of the foregoing deductions are incurred in the ordinary course and calculated inaccordance with GAAP during the applicable Commercialization Year by Sentynl