definiens: shall mean, with respect to a Licensed Product in a country in the Territory, the grossamount invoiced for sale or other disposition of such Licensed Product in such country by [COMPANY], its Affiliates orSublicensees to Third Parties ( including Distributors, wholesalers and end users ), less the following deductionsaccounted for in accordance with GAAP : ( a ) sales returns and allowances actually paid, granted or accrued on the LicensedProduct, including trade quantity, prompt pay and cash discounts and any other adjustments, including those grantedon account of price adjustments or billing errors ; ( b ) credits or allowances given or made for rejection, recall, return or wastagereplacement of Licensed Products or for rebates or retroactive price reductions ; ( c ) price reductions, rebates and chargeback payments granted to managed health careorganizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and othergovernments, their agencies and purchasers and reimbursers, or to trade customers ( including Medicare, Medicaid, managed care and similar types of rebates and chargebacks ) ; ( d ) costs of freight, insurance, and other transportation charges, as well as anyadministration fees or other fees for services provided by wholesalers, distributors, warehousing chains and otherThird Parties related to the distribution of such Licensed Product ; ( e ) taxes, duties or other governmental charges ( including any tax such as a value addedor similar tax, other than any taxes based on income ) relating to the sale of such Licensed Product, as adjusted forrebates and refunds, including pharmaceutical excise taxes ; ( f ) the portion of administrative fees paid during the relevant time period to grouppurchasing organizations or pharmaceutical benefit managers relating to such Licensed Product ; ( g ) any consideration actually paid or payable for any delivery system which is reflectedas a separate item in the applicable gross amount invoiced for such Licensed Product ; and ( h ) any other similar and customary revenue deductions that are consistent with GAAP ; to the extent such deductions : ( i ) are applicable and in accordance with standard allocation procedures, ( ii ) have notalready been deducted or excluded, ( iii ) are incurred in the ordinary course of business, and ( iv ) except with respect tothe pharmaceutical excise taxes described in subsection ( e ) above, are determined in accordance with, and asrecorded in revenues under GAAP . Net Sales shall not be imputed to transfers of Licensed Product withoutconsideration or for nominal consideration for use in any clinical trial, or for any bona fide charitable, compassionateuse or indigent patient program purpose or as a sample . For the avoidance of doubt, in the case of any transfer of anyLicensed Product between or among [COMPANY] and its Affiliates or Sublicensees for resale, Net Sales shall bedetermined based on the sale made by such Affiliate or Sublicensee to a Third Party