definiens: means, with respect to any period in th e Territory, the gross amounts invoiced by [COMPANY], its Affiliates, or its permitted Sublicen sees, as applicable, to unrelated Third Parties for sales of the Product in the Field in the Territory, less the following deductions to the extent included in the gross invoiced sales price for the Product or other wise directly paid or incurred by [COMPANY], its Affiliates, or its permitted Sublicensees, as appli cable, with respect to the sale of the Product in t he Territory : ( i ) trade, quantity or cash discounts cr edits, adjustments or allowances, including without limitation, those granted pursuant to indigent pati ent programs or patient discount programs or on account of price adjustments, billing errors, rejec ted goods, or damaged 10 goods, expired goods, returned goods, and amounts o therwise repaid or credited by reason of defects, rejection, or recalls or retroactive price reductio ns ; ( ii ) rebates and chargebacks allowed, given or accrued ( including, but not limited to, cash, gover nmental and managed care rebates, hospital or other buying group chargebacks, and governmental taxes in the nature of a rebate based on usage levels or sales of the Product ) ; ( iii ) sales, excise, turnove r, inventory, and similar taxes ( not offset or refu nded, except in the case of consumption taxes ) assessed o n the sale of the Product ; ( iv ) bad debts reserved for on the basis utilized by [COMPANY], its Affiliates, or its permitted Sublicensees, as applicable, in it s branded pharmaceutical business generally or, if gr eater, bad debts actually written off, in each case which are attributable to sales of Product ; ( v ) fre ight and insurance charges ; and ( vi ) amounts paid o r credited to customers for inventory management serv ices . Net Sales will be determined in accordance with IFRS . Without limiting the generality of the f oregoing, sales, transfers, or dispositions of Prod uct for charitable, promotional ( including samples ), pr e - clinical, clinical, or regulatory purposes will b e excluded from Net Sales, as will sales or transfers of Product among a Party and its Affiliates . In th e event that a Product contains the Licensed Compound in combination with one or more other product or active ingredient ( a ), Net Sa les shall be calculated by first determining Net Sales of such combination Product ( in its entirety ) pursuant to the foregoing and then multiplying the Net Sales of the Combination Product by the fractio n A/(A+B ), where A is the gross invoice price of the Licensed Compound or Product if sold separately in the Territory and B is the gross invoice price of the other product(s ) included in the Combination Pr oduct if sold separately in the Territory . In the e vent no such separate sales are made by [COMPANY], its Af filiates or Sublicensees in the Territory, Net Sale s of the Combination Product shall be calculated by mult iplying such Net Sales by a fraction fairly and reasonably reflecting the relative value contribute d by the Licensed Compound to the total value of th e Combination Product as determined by the Parties in good faith