definiens: shall mean, with respect to a Licensed Product or Editas Product in a country in the Territory, the gross amount invoiced for sale or other disposition of such Licensed Product or Editas Product in such country by a Party, its Affiliates, Licensees, or Sublicensees to Third Parties ( including distributors, wholesalers and end users ), less the following d eductions accounted for in accordance with GAAP : ( a ) sales returns and allowances actually paid, granted or accrued on the Licensed Product, including trade quantity, prompt pay and cash discounts and adjustments, granted on account of price adjustments or billing errors ; ( b ) credits or allowances given or made for rejection, recall, return or wastage replacement of, and for uncollectible amounts on, Licensed Products or Editas Products or for rebates or retroactive price reductions ; ( c ) price reductions, rebates and chargeback payments granted to managed health care organizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and other governments, their agencies and purchasers and reim bursers, or to trade customers ( including Medicare, Medicaid, managed care and similar types of rebates and chargebacks ) ; ( d ) costs of outbound freight, insurance, and other transportation charges to the extent separately invoiced to the customer and included in gross amounts invoiced, as well as inventory management fees or similar fees for bona fide services provided by wholesalers, distributors, warehousing chains and other Third Parties related to the distribution of such Licensed Product or Ed itas Product ; ( e ) taxes, duties or other governmental charges ( including any tax such as a value added or similar tax, other than any taxes based on income ) relating to the sale of such Licensed Product, as adjusted for rebates and refunds, includ ing pharmaceutical excise taxes ; ( f ) the portion of administrative fees paid during the relevant time period to group purchasing organizations or pharmaceutical benefit managers relating to such Licensed Product ; ( g ) that portion of, as a pplicable, ( A ) the annual fee on prescription drug manufacturers imposed by the PPACA or ( B ) the user fees imposed on device manufacturers by the Medical Device User Fee and Modernization Act of 2002, in each case that a Party or its Affiliates allocates t o sales of the Licensed Products or Editas Products in accordance with such Party ’s or its Affiliate ’s standard policies and procedures consistently applied across its products ; and ( h ) any other deductions not otherwise itemized above but which a re hereinafter consistently applied across [COMPANY] ’s products as a result of a change in applicable Law or GAAP, provided that [ * * ] ; - 10 - to the extent such deductions : ( i ) are applicable and in accordance with standard allocation procedures, ( ii ) have not already been deducted or excluded, ( iii ) are incurred in the ordinary course of business in type and amount consistent with good industry practice, and ( iv ) except with respect to the uncollectible amounts and pharmaceutical excise taxes des cribed in subsections ( b ) and ( e ) above, are determined in accordance with GAAP