definiens: means, with respect to the Earnout Period, the gross amount invoiced by or on behalf of thePurchaser or its Affiliates, licensees or sublicensees for the Devices owned or held for use by the Business prior to theClosing sold to third parties other than licensees or sublicensees in bona fide, arm’s - length transactions, less thefollowing deductions, without duplication, to the extent included in the gross invoiced sales price of such Devices orotherwise directly paid or incurred by the Purchaser, its affiliates, licensees or sublicensees acting on its behalf withrespect to the sale of such Devices:(1)normal and customary trade and quantity discounts actually allowed and properly taken directly withrespect to sales of such Devices;(2)amounts repaid or credited by reasons of defects, recalls, returns, rebates and allowances of goodsor because of retroactive price reductions specifically identifiable to such Devices;(3)chargebacks, rebates ( or the equivalent thereof ) and other amounts paid on sale or dispensing ofsuch Devices;(4)rebates ( or the equivalent thereof ) and administrative fees paid to medical healthcare organizations, to group purchasing organizations or to trade customers in line with approved contract terms or other normal andcustomary understandings and arrangements;(5)amounts payable resulting from governmental ( or agency thereof ) mandated rebate programs orchargeback programs;(6)tariffs, duties, excise, sales, value - added and other Taxes ( other than Taxes based on income ) andcharges of Governmental Authorities;(7)cash discounts for timely payment;(8)rebates paid to wholesalers for inventory management programs;(9)amounts repaid or credited or provisions made for uncollectible amounts on previously soldDevices ; and(10)required distribution commissions and fees ( such as fees related to services provided pursuant todistribution service agreements with major wholesalers ) payable to any third party providing distribution services to thePurchaser so long as such commissions and fees are consistent with the distribution commissions and fees payablein respect to other branded prescription products commercialized by the Business;all as determined in accordance with the Business ’ usual and customary accounting methods, which shall be inaccordance with GAAP ; or in accordance with International Financial Reporting Standards ( ), should Purchaserbe required to, or elect to maintain records and books of accounts in accordance with IFRS