definiens: means : ( a ) with respect to a Product that is not a Combination Product, gross receipts from sales by Pfizerand its Affiliates and Sublicensees of such Product to Third Parties in the Territory, less in each case ( i ) bad debts and ( ii ) salesreturns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and any otheradjustments, including those granted on account of price adjustments, billing errors, rejected goods, damaged or defectivegoods, recalls, returns, ‘ rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers orother distributors, buying groups, health care insurance carriers, chain pharmacies, mass merchandisers, staff model HMO’s, pharmacy benefit managers or other institutions, adjustments arising from consumer discount programs or other similarprograms, customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxes ) orduties relating to sales, any payment in respect of sales to the United States government, any state government or any foreigngovernment, or to any other Governmental Authority, or with respect to any government - subsidized program or managed careorganization, and freight and insurance ( to the extent that [COMPANY], its Affiliates or its Sublicensees bear the cost of freight andinsurance for the Product ) ; and ( b ) with respect to a Product that is a Combination Product, that percentage of the Net Sales ofsuch Combination Product ( as determined in accordance with clause ( a ) ) as [COMPANY] may reasonably determine based on thewholesale acquisition costs of the Antibody contained in a Product and the other active ingredient(s ) in such CombinationProduct when sold separately, or other similar approach . Net Sales shall be determined from books and records maintained inaccordance with GAAP, as consistently applied by [COMPANY] with respect to sales of the Product