definiens: means the gross amounts invoiced and received by or on behalf of Sensory Cloud or any of its Affiliates or Commercialization Partners ( each, a ) for any Licensed Product sold to Third Parties in bona fide, arms - length transactions, as determined in accord ance with GAAP as consistently applied, less the following deductions, booked on a n accrual basis to calculate the recorded net sales from gross sales : ( a ) trade, quantity and cash discounts, credits, or allowances actually given, 6 ( b ) stocking, shelf - placement, end of gondola and c omparable fees or other sales concessions charged by customers, ( c ) amounts repaid or credited by reasons of defect s, rejections, recalls or returns, ( d ) rebates, chargebacks, hospital buying group / gro up purchasing organization administration fees, or managed care organization rebates actually given to customers and Third Parties ( including Me dicare, Medicaid, Managed Healthcare and similar types of r ebates ), ( e ) distribution, warehousing, transportation, impo rtation, shipping, insurance, and other handling expenses directly chargeable to sales of such Licen sed Product, ( f ) the portion of any management or administrative fees paid during the relevant time period to government payor health care programs or pharmaceut ical benefit managers for such government payor hea lth care programs that relate specifically to sales of such Licensed Product, ( g ) amounts provided or credited to customers throu gh coupons and other discount programs, ( h ) delayed ship order credits, discounts, or payme nts related to the impact of price increases between purchase and shipping dates, ( i ) fee for service payments to customers for any n on - separable services, ( j ) retroactive price reductions or billing correct ions, ( k ) amounts previously included in Net Sales of suc h Licensed Product that are adjusted or written - off as bad debt or otherwise uncollectible in accordance with GAAP for writing off uncollectib le amounts consistently applied ; provided, however, if any such written - off amounts are subsequently collected, then such collected amounts shall be included in Ne t Sales in the period in which they are subsequentl y collected, ( l ) any sales, excise, import, export or value adde d taxes, customs duties and other duties imposed on or charged to a Selling Party and any ot her equivalent governmental charges imposed upon th e production, importation, use, delivery or sale of L icensed Product(s ), including customs or excise dut ies, use, turnover or inventory taxes or VAT ( but excluding t axes when assessed on income derived from sales ) ; ( m ) other reductions or specifically identifiable a mounts deducted for reasons similar to those listed above in accordance with such GAAP