definiens: means those payment obligations set forth on Schedule 1 attached hereto means, with respect to the Product, the aggregate gross sales, calculated in United States Dollars, invoiced by or on behalf of Timber or its Affiliates, or their respective licensees, sub - lice nsees or transferees, on account of sales of the Earn - out Pr oduct to Third Parties ( including Third Party distr ibutors and wholesalers ), less the following relating to such s ales : ( a ) trade, cash, and/or quantity discount s actually allowed or taken that are not already reflected in the amount invoiced ; ( b ) excise, sales and other consumption t axes ( including VAT ) and custom duties to the extent included in the invoice price and to the ext ent such taxes are remitted to the applicable taxin g authority ; ( c ) freight, insurance and other transpor tation charges to the extent included in the invoice price and separately identified on the invo ice or other documentation maintained in the ordina ry course of business ; 3 ( d ) amounts repaid or credited by reas on of returns, rejections, defects, or recalls or because of chargebacks, retroactive price reduction s, refunds, bad debt or billing errors ; and ( e ) compulsory payments and rebates di rectly related to such sales, accrued, paid or deducted in a manner consistent with United States generally accepted accounting principles, consisten tly applied