definiens: means, with respect to the applicable post - Closing period, the aggregate amount invoicedby the Company or Buyer from the sales of Company Products to third parties ( including distributors ) minus ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such third parties ; ( b ) freight, transportation and insurance costs;(c ) cash, quantity and trade discounts, rebates and other price reductions ; ( d ) sales, use, value - added and other direct Taxes ; and(e ) customs duties, tariffs, surcharges and other governmental charges . Net revenues shall be adjusted upward on a dollar for dollarbasis for product that is provided to customers at below commercial market pricing, provided that Company Products provided at no costto any third party in connection with clinical and non - clinical research and trials, sales samples, or other similar arrangements shall notbe included in Net Revenue . If Company Products are bundled with one or more products that are not Company Products and sold for asingle price, then for purposes of calculating the revenue payments set forth above, the Net Revenue attributable to such bundle will becalculated based on the trailing 12 - month 17average selling price for the Company Products included as part of such bundle . In the case that a trailing 12 - month selling price has yetto be established, this price will be based on the average selling price published in an industry marketing report