definiens: means, with respect to a Product distributed or s old in the Territory to Third Parties by Iterum, its Affiliates and sublicensees, gross receipts fro m sales of such Products in the Territory, less in each case ( a ) sales returns and allowances actually paid, gra nted or accrued, including trade, quantity and cash discounts and other adjustments, including those gr anted on account of price adjustments, billing erro rs, rejected goods, damaged or defective goods, recalls, returns, rebates, chargebacks, reimbursements or similar payments granted or given to wholesalers, d istributors, buying groups or other institutions, ( b ) adjustments arising from consumer discount prog rams or other similar programs, ( c ) customs or exci se duties, valued - added taxes, sales taxes, consumptio n taxes and other taxes ( except income taxes ) or du ties relating to sales, any payment in respect of sales to the United States government, any state governme nt or any foreign government, or to any other governmenta l authority, or with respect to any government - subsidized program or managed care organization, ( d ) freight and insurance ( to the extent that such co sts are included in the amount invoiced to customers an d included in gross sales ), and ( e ) reasonable distributors ’ and inventory management fees, includ ing fees for services provided by wholesalers and warehousing chains, in connection with the sale and distribution of Products . Net Sales shall be deter mined from the selling party ’s books and records maintain ed in accordance with GAAP con sistently applied