definiens: shall mean, with respect to an Editas Product in a country in the Territory, the grossamount invoiced for sale or other disposition of such Editas Product in such country by Editas, its Aﬃliates, Licensees, or Sublicensees to Third Parties ( including distributors, wholesalers and end users ), less thefollowing deductions accounted for in accordance with GAAP:(a)sales returns and allowance actually paid, granted or accrued on the Editas Product, includingtrade quantity, prompt pay and cash discounts and adjustments, granted on account of price adjustments orbilling errors;(b)credits or allowances given or made for rejection, recall, return, wastage, replacement of, and foruncollectible amounts on, Editas Products or for rebates or retroactive price reductions;(c)price reductions, rebates and chargeback payments granted to managed health careorganizations, pharmacy beneﬁt managers ( or equivalents thereof ), national, state / provincial, local, and othergovernments, their agencies and purchasers and reimbursers, or to trade customers ( including Medicare, Medicaid, managed care and similar types of rebates and chargebacks);(d)costs of outbound freight, insurance, and other transportation charges to the extent separatelyinvoiced to the customer and included in gross amounts invoiced, as well as inventory management fees orsimilar fees for bona ﬁde services provided by wholesalers, distributors, warehousing chains and other ThirdParties related to the distribution of such Editas Product;(e)taxes, duties or other governmental charges ( including any tax such as a value added or similartax, other than any taxes based on income ) relating to the sale of such Editas Product, as adjusted forrebates and refunds, including pharmaceutical excise taxes;(f)the portion of administrative fees paid during the relevant time period to group purchasingorganizations or pharmaceutical benefit managers relating to such Editas Product;(g)that portion of, as applicable, ( i ) the annual fee on prescription drug manufacturers imposed bythe PPACA or ( ii ) the user fees imposed on device manufacturers by the Medical Device User Fee andModernization Act of 2002, in each case that Editas or its Aﬃliates allocates to sales of the Editas Productsin accordance with Editas ’ or its Aﬃliate ’s standard policies and procedures consistently applied across itsproducts ; and(h)any other deductions not otherwise itemized above but which are hereinafter consistentlyapplied across Editas ’ products as a result of a change in applicable Law or GAAP, provided that [ * * ] ; to the extent such deductions : ( i ) are applicable and in accordance with standard allocation procedures, ( ii)have not already been deducted or excluded, ( iii ) are incurred in the ordinary course of business in type andamount consistent with good industry practice, and ( iv ) except with respect to the uncollectible amounts andpharmaceutical excise taxes described in subsections ( b ) and ( e ) above, are determined in accordance withGAAP . Net Sales shall not be imputed totransfers of Editas Product without consideration or for nominal consideration for use in any clinical trial, orfor any bona ﬁde charitable, compassionate use or indigent patient program purpose or as a sample . For theavoidance of doubt, in the case of any transfer of any Editas Product between or among Editas and itsAﬃliates, Licensees, or Sublicensees for resale, Net Sales shall be determined based on the sale made bysuch Aﬃliate, Licensee, or Sublicensee to a Third Party . In the case of any sale for value, such as barter orcounter - trade, of an Editas Product, or part thereof, other than in an arm ’s length transaction exclusively forcash, Net Sales shall be deemed to be the Net Sales at which substantially similar quantities of such EditasProduct are sold for cash in an arm ’s length transaction in the relevant country