definiens: shall mean the gross amounts invoiced on sales of AP611074 by Biota or any of the SellingPersons after the Closing Date to unaffiliated third parties ( including wholesale distributors ), less the followingdeductions, to the extent allocated to AP611074 and actually taken, paid, accrued, allowed, included or allocated, based on good faith estimates consistent with the manner in which the relevant Selling Person makes allocations fortheir other pharmaceutical products, in the gross sales price with respect to such sales ( and consistently applied asset forth below ) in accordance with U.S. GAAP : a)sales returns and allowances actually given to third parties, including, trade, quantity and cash discounts, allowances, rebates and other adjustments ( retroactive or otherwise ), including those granted on account ofprice adjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, administrative fees, stocking allowances, reimbursements or similar payments actually made to customers, wholesalers, distributors, managed care organizations, group purchasing organizations or other buyinggroups, health maintenance organizations, federal, state / provincial, local or other governments, and anyother providers of health insurance coverage, health care organizations or other health care institutions(including hospitals ), health care administrators or patient assistance or other similar programs ; b)compulsory payments and cash rebates related to the sales of AP611074 paid to a Governmental Authoritypursuant to governmental regulations by reason of any national or local health insurance program or similarprogram, to the extent allowed and taken, including government levied fees as a result of healthcare reformpolicies, to the extent such fees are attributable to sales of AP611074 ; 11 c)insurance and freight charges and transportation costs actually paid to third parties for the shipment ofAP611074 if actually borne by the relevant Selling Person without reimbursement from any third party ; d)tariffs, customs or excise duties, sales tax, consumption tax, value - added tax and other taxes ( exceptincome taxes ) relating to sales of AP611074 to third parties that are actually borne by the relevant SellingPerson without reimbursement from any third party ; e)amounts previously included in Net Sales of AP611074 that are written off as uncollectible after reasonablecollection efforts, in accordance with standard practices of the relevant Selling Person ; provided, that if therelevant debt is thereafter paid and/or collected the corresponding amount shall be added to the Net Sales inthe period during which it is so paid and/or collected