definiens: means ( a ) the gross amounts received by WINT and its Aﬃliates for arm ’s length sale, divesture, license or otherDevelopment or Commercialization of the Products including without limitation, upfront and milestone payments, distributions of net proﬁt, licensemaintenance fees, royalties and sublicense income, but excluding ( i ) payments made by a Third Party licensee for bona ﬁde research anddevelopment conducted by WINT, ( ii ) reimbursements paid to WINT of patent expenses related to any Product, and ( iii ) all amounts received by WINTunder the License Agreement minus ( b ) the following deductions solely to the extent incurred or allowed with respect to such sales, and solely to theextent such deductions are in accordance with Accounting Standards, and which are not already reﬂected as a deduction from the invoiced price : ( i)discounts ( to the extent not previously applied to such amounts received ), charge - back payments, and rebates ; ( ii ) credits or allowances for damagedgoods, rejections, recalls or returns of such Product ; ( iii ) freight, insurance, postage, and shipping charges for delivery of such Product, to the extentseparately billed on the invoice ; ( iv ) taxes, customs, or duties levied on, absorbed, or otherwise imposed on the sale of such Product, as adjusted forrebates and refunds, to the extent not paid by the Third Party and only to the extent such taxes, customs, or duties are not reimbursed to the payingparty, but excluding all income taxes ; and ( iv ) that portion of the annual fees due under Section 9008 of the United States Patient Protection andAﬀordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and any other fees imposed by any Applicable Law and allocable to the Products . Net Proceeds willbe determined in accordance with the Accounting Standards