definiens: means the gross amounts received from the sale of Products by Parent, itsAffiliates and/or Product Transferees, less deductions for the following items incurred, allowed, paid or accrued, asdetermined in accordance with GAAP, applied on a consistent basis by Parent or its Affiliate or Product Transferee, as the case may be : ( A ) credits or allowances, if any, on account of price adjustments, billing errors, recalls, rejection, damaged, defective or short - dated goods, or return of items previously sold ; ( B ) import taxes, export taxes, excises, sales taxes, value added taxes, consumption taxes, duties or other taxes or governmental charges imposedupon and paid with respect to sales of Products ( excluding income taxes ) ; ( C ) freight, insurance, packing costs andother transportation costs incurred in shipping such Product ; ( D ) customary, trade, quantity, cash and ordinary coursediscounts ; ( E ) chargeback payments, fees, rebates, credits and discounts mandated by or granted to ( i ) managedhealthcare organizations, ( ii ) federal, state or provincial or local governments or other agencies, ( iii ) purchasers orreimbursers or ( iv ) trade customers, including wholesalers, buying groups, pharmacy benefit managers or otherinstitutions ; and ( F ) any other substantially similar allowances which effectively reduce the selling price which wouldbe permitted by GAAP to be accounted for in the calculation of net sales prevailing at the time and as customary inthe bio - pharmaceutical industry at the time . Net Sales shall not include sales, transfers or dispositions of Products foruse in research and/or development, in clinical trials, in compassionate use or -7 - Table of Contentsexpanded access programs or for named patient use, as donations to non - profit institutions or government agencies, as promotional fee samples or the like . Net Sales shall not include sales, transfers or dispositions of Product betweenor among Parent, its Affiliates and/or Product Transferees, nor between a Product Transferee, its Affiliates and anysubsequent Product Transferee