definiens: means the sum of ( a ) and ( b ), where:(a ) is a provision, determined by a Party under GAAP for sales of Licensed Products in the Profit - Share Territory for(i ) trade, cash and quantity discounts on Licensed Products in the Profit - Share Territory granted and which areincluded in the determination of Gross Sales ; ( ii ) credits or allowances given or made for rejection or return ofpreviously sold Licensed Products in the Profit - Share Territory or for retroactive price reductions ( including rebatessimilar to Medicare and/or Medicaid ) ; ( iii ) sales tax, VAT taxes, and other taxes, duties or other governmental chargeslevied on or measured by the billing amount for Licensed Products in the Profit - Share Territory, as adjusted forrebates or refunds, that are borne by the seller thereof and that are not refundable and to the extent noncreditable ; and(iv ) discounts pursuant to indigent patient programs and patient discount programs, including the impact of price capsand patient assistance programs ; and(b ) is a periodic adjustment of the provision determined in clause ( a ) to reflect amounts actually incurred by eachParty in the Territory for items ( i ), ( ii ), ( iii ), and ( iv ) in clause ( a ) . The provision allowed in clause ( a ) and adjustmentsmade in clause ( b ) ( if any ) will be reviewed by the financial representatives from the Parties