definiens: means the amount of gross invoiced sales of the Licensed Product in the Territory fora specified period less the following amounts actually and reasonably incurred by LICENSEE, its sublicensees or anyof their respective Affiliates selling such Licensed Product : ( a ) customer directed commissions and quantity, trade and cash discounts actuallyallowed or given ; ( b ) discounts, replacements, credits or refunds actually allowed for the return ofrejected, outdated, damaged or returned Licensed Product ; ( c ) rebates, chargebacks and price adjustments actually allowed or given ; ( d ) sales or similar taxes ( including duties or other governmental charges orassessments ) levied, absorbed or otherwise imposed on the sale of Licensed Product ; and ( e ) charges for freight, handling, postage, transportation, insurance and othershipping charges ; ( f ) a reasonable allowance for bad debts to the extent actually written off and not toexceed 5 % of such gross invoiced sales during the applicable period ; ( g ) provided, however, that : ( h ) sales or transfers of Licensed Product between or among LICENSEE, anypermitted sublicensee or any Affiliate of LICENSEE will be excluded from Net Sales calculations for all purposes ; ( i ) Licensed Product that is made, sold or used in connection with any pre - clinical orclinical trials, or for any testing, quality control, evaluation or other development purposes, or distributed as samples, will be excluded from Net Sales calculations for all purposes ; ( j ) LICENSEE will not, and will cause its Affiliates and permitted sublicensees tonot, apply any discount to the price of the Licensed Product for bundled sales of the Licensed Product with any otherproduct Commercialized by LICENSEE its Affiliates and permitted sublicensees ; and ( k ) amounts relevant to the determination of Net Sales, and the timing of sales, willbe determined from the books and records of LICENSEE ( or, as applicable, any permitted sublicensee or any Affiliateof LICENSEE ) which will be maintained in accordance with generally accepted accounting principles ( GAAP ) in theUnited States