definiens: shall mean the sum of ( a ) and ( b ), where : ( a ) is a provision, determined by a Party under U.S. GAAP for sales of Licensed Products in the Territory for ( i ) trade, cash and quantity discounts on Licensed Products ( other than price discounts granted at the time of invoicing and which are already included in the determination of Gross Sales ), ( ii ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, previously sold Licensed Products or for rebates or retroactive price reductions ( including Medicare, Medicaid and similar types of rebates and chargebacks ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount for Licensed Products, as adjusted for rebates and refunds, ( iv ) charges for freight and insurance directly related to the distribution of Licensed Products, to the extent included in Gross Sales, and ( v ) credits for allowances given or made for wastage replacement, indigent patient and any other sales programs agreed to by the Parties for Licensed Products ; and ( b ) is a periodic adjustment of the provision determined in ( a ) to reflect amounts actually incurred by a Party in the Territory for items ( i ), ( ii ), ( iii ), ( iv ) and ( v ) in clause ( a ) . The provision allowed in clause ( a ) and adjustments made in clause ( b ) ( if any ) will be reviewed by the Joint Commercialization Team and approved by the JSc