definiens: means Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List equal to{9ne Hundred Thirty - Eight Thousand Seven Hundred ( 138,700 ) retail prescriptions for the Product for the first Agreement Year . sP5 The Key Target Baseline for the second Agreement Year shall be negotiated pursuant to _ Section 10(b)(3 ) and set forth on Schedule B when comple~ - means Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List equal to{9ne Hundred Sixty - Seven A'9 Thousand Five Hundred Eighty ( 167,580 ) retail prescriptions for the Product for the first ) < 0 Agreement Year . The Key Target Step - up Baseline for the second Agreement Year shall be 4 negotiated pursuant to Section IO(b)(3 ) and set forth on Schedule B when comPletel means for the applicable period the gross amount invoiced for the Product by [COMPANY] or its licensees to unAffiliated third parties in the Territory, less the following amounts to the extent deducted on such invoice or absorbed by [COMPANY] : ( i ) quantity, trade, and/or cash discounts, allowances, rebates, and price adjustments or reductions allowed or given ; ( ii ) credits, rebates, chargebacks, or refunds allowed for rejected, outdated or returned Products ; ( iii ) sales and other excise taxes and duties directly related to the sale, to the extent that such items are included in the gross invoice price ( but not including taxes . assessed against the income derived from such sale ) . If a Product is sold for compensation other than cash, Net Sales shall be calculated based on the gross list price of the Product on the date of sale