definiens: means, with respect to an Alder Product sold by or on behalf of Alder, its Affiliates, orsublicensees ( the ) the aggregate gross sales amount invoiced for such Alder Productby such Selling Party, as applicable, on a product - by - product and country - by - country basis, on anarms - length basis to Third Parties in accordance with US GAAP ( or, IFRS, if applicable to suchSelling Party, hereinafter, ) consistently applied, less the followingdeductions : ( a)cash and quantity discounts actually taken in the ordinary course of business inconnection with the sale of such Alder Product ; ( b)reasonable estimates for any adjustments on account of price adjustments, billingadjustments, shelf stock adjustments;2 . [ * * * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, ASAMENDED