definiens: shall mean : ( a ) with respect to sales of Product in a particular territory by the Purchasing Partiesand their Affiliates and agents or the Seller and its Affiliates and agents, as applicable, Gross Sales for suchProduct in such territory, less the sum of the following items relating to such sales that are actually given to ortaken by, as applicable, the Purchasing Parties and their Affiliates and agents, the Seller and its Affiliates andagents, or third parties that are not agents of the Purchasing Parties and their Affiliates or the Seller and itsAffiliates, to the extent such deductions are recognized under and in accordance with GAAP : ( i ) reasonable trade, quantity and cash discounts and rebates ; ( ii ) adjustments for price adjustments, billing errors, rejectedgoods, returns, product recalls and damaged goods ( excluding goods damaged while under thecontrol of the Purchasing Parties or their Affiliates or the Seller or its Affiliates, as applicable, or their respective licensees, sub - licensees, or distributors ) ; ( iii ) credits, charge - backs, rebates, reimbursements, and similarpayments provided to wholesalers and other distributors, buying groups, health care insurancecarriers, pharmacy benefit management companies, health maintenance organizations, otherinstitutions or health care organizations or other customers ; ( iv ) rebates or other price reductions provided to any GovernmentalEntity with respect to any state or federal Medicare, Medicaid or similar programs ; ( v ) discounts pursuant to indigent patient programs and patientdiscount programs, including coupon discounts and co - pay assistance programs ; ( vi ) any invoiced charge for freight, insurance, handling, or othertransportation costs directly related to delivery of the Products ; ( vii ) credits or discounts related to sales promotions that are offeredto customers in general, such as trade show discounts and stocking allowances ; and ( viii ) tariffs, duties, excise, sales, value - added or other Taxes ( otherthan Taxes based on income that are non - refundable ) ; provided, however, that sales made bythe Purchasing Parties to their Affiliates or by the Seller to its Affiliates, as applicable, shall bedisregarded for purposes of calculating Net Receipts ; and provided, further, that the foregoingdeductions shall only be deducted once and only to the extent not otherwise deducted fromGross Sales ; plus 9 ( b ) with respect to sales of a Product in a particular territory by a third - party, unaffiliated licensee, sub - licensee or distributor of the Purchasing Parties or the Seller, as applicable, theamount received by the Purchasing Parties or the Seller or their respective Affiliates, as applicable, from suchlicensee, sub - licensee or distributor