definiens: means the gros s sales of the Product in the Territory invoiced by CNS, its licensees and sublicensees of its licensees on an arms -length basis to Third Parties in the Territory, less the following deductions : ( a ) Reasonable estimates for any price adjustments, billing adjustments, shelf stock adjustments, promotional payments, or other similar allowances affecting the Product ; ( b ) Reasonable estimates for chargebacks, rebates, administrative fee arrangements, reimbursements, and similar payments to whol esalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, other institutions or health care organizations or other customers ; ( c ) Reasonable estimates fo r shipping, handling and related charges ; ( d ) Reasonable estimates for amounts due to Third Parties on account of rebate payments, including Medicaid rebates, or other price reductions provided, based on sales by CNS to any governmental or regulat ory authority in respect of state or federal Medicare, Medicaid or similar programs ; ( e ) Reasonable estimates for allowances and credits to Third Parties on account of rejected, damaged, returned or recalled Products ; ( f ) Any government mandated manufacturing tax, including, without limitation, the brand manufacturer ’s tax imposed pursuant to the Patent Protection and Affordable Care Act ( Pub . L. No . 111 -148 ), as amended or replaced ; ( g ) The cost associated with any FDA mandated, or mutually agreed upon, Risk Evaluation and Mitigation Strategies for the Product ; ( h ) The transfer price of any Product manufactured by CNS, its licensees and sublicensees of its licensees wherein the sale of such Product to a Third Party shall be otherwise included in the calculation of Net Sales