definiens: means, with respect to a given period of time, gross sales of RNAi Productsby [COMPANY], its Affiliates and its or its Affiliates ’ licensees in such period, less the followingdeductions that are actually incurred, allowed, paid, accrued or specifically allocated to suchgross sales of RNAi Products ( all as determined in accordance with GAAP or, if such sales aremade by a Person that does not report sales in accordance with GAAP, in accordance with IFRS, in either case as consistently applied by [COMPANY], its Affiliates and its or its Affiliates ’ licenseesin its officially audited statements):(a)credits or allowances actually granted for damaged RNAi Products, recallsreturns or rejections of RNAi Products, price adjustments, billing errors write offs of bad debt orallowances or credits granted on account of requirements of any governmental authority;(b)distributor or wholesaler fees, rebates or allowances actually granted, allowedor incurred, including governmental and managed care payments ; pharmacy benefit managers(or equivalents thereof ) ; federal, state / provincial, local and other governments, their agencies andpurchasers and reimbursers ; or to trade customers;(c)normal and customary trade, cash and quantity discounts, and credits;(d)distribution services agreement fees allowed or paid to Third Party distributors;(e)transportation costs, including insurance, for outbound freight related to deliveryof RNAi Products to the extent included in the gross amount invoiced;7 ( f)sales taxes, value added taxes and other taxes ( other than income ) directlyapplied to the sale of RNAi Products to the extent included in the gross amount invoiced ; and(g)any other items that reduce gross sales amounts as required by GAAP or IFRS