definiens: means the gross amounts billed or invoiced by SAMR, its Affiliates and their respectivesub - licensees for sales of Licensed Products to Third Parties, less the following deductions to the extent reasonableand customary, provided to unaffiliated entities and actually allowed and taken with respect to such sales : ( a ) trade, cash or quantity discounts not already reflected in the amount invoiced, to the extentrelated to the gross amount billed or invoiced ; ( b ) price reductions, rebates and administrative fees ( including those paid or credited topharmacy benefit managers, governmental authorities or otherwise ) ; ( c ) shipping costs, including freight, insurance and other transportation charges or costs incurredin shipping of Licensed Products to Third Parties ( provided that, such shipping costs shall not be in excess of twopercent ( 2 % ) of Net Sales with respect to any given calendar quarter ) ; ( d ) sales, use, excise, value - added or similar taxes, customs duties and other governmentalfees, charges and surcharges imposed on the sale of Licensed Products ; ( e ) amounts repaid or credited by reason of rejections, defects, recalls or returns ; ( f ) amounts paid or credited for wholesaler charge backs ; and ( g ) any receivables that have been included in gross sales and are deemed to be uncollectibleaccording to U.S. GAAP ( any such bad debt deductions shall be applied to Net Sales in the period in which suchreceivables are written off ) ( provided that, the amount of such receivables shall not be in excess of two percent ( 2%)of Net Sales with respect to any given calendar quarter )