definiens: with respect to a given period, means the gross amount invoiced for sales of the CoveredProducts during such period, in arm ’s length sales by Parent, the Surviving Corporation or their respective Affiliates orSublicensees to Third Parties ( ), less, in each case solely to the extent relating to such Covered Productsand in the cases of clauses ( a ), ( b ) and ( d ) solely to the extent actually incurred, allowed, paid, accrued or specificallyallocated to the gross amount invoiced : ( a ) normal and customary trade, cash and quantity discounts actually given, coupons actually taken, credits, price adjustments or allowances for damaged Covered Product, returns or rejections of such CoveredProduct ; ( b ) adjustments, allowances, credits, fees, reimbursements, chargeback payments and rebates ( or theequivalent thereof ) actually given for Covered Products granted to group purchasing organizations or otherbuying groups, managed health care organizations, pharmacy benefit management companies, healthmaintenance organizations or any other providers of health insurance coverage, health care institutions(including hospitals ) or other health care organizations, Third Party health care administrators or patientassistance or other similar programs, or to federal, state / provincial, local and other governments, includingtheir agencies, or to wholesalers, distributors or other trade customers ; ( c ) reasonable and customary freight, shipping insurance and other transportation expenses, each directlyrelated to the sale of Covered Products ( if actually borne by Parent, the Surviving Corporation or any of their respective Affiliates or Sublicensees withoutreimbursement from any Third Party ) ; ( d ) distribution commissions / fees paid or payable to any Third Party providing distribution services to Parent, the Surviving Corporation, or any of their respective Affiliates or Sublicensees ; ( e ) sales or excise taxes, tariffs and duties, ( including, without limitation VAT and United States sales tax),and all other taxes and government charges related to the sale of Covered Products, in each case to theextent that each such item is actually borne by Parent, the Surviving Corporation or any of their respectiveAffiliates, Sublicensees or distributors without reimbursement from any Third Party ( but excluding taxesproperly assessed or assessable against the income derived by Parent, the Surviving Corporation, theirrespective Affiliates or Sublicensees from such sale ) ; ( f ) actual bad debt expense ( but not exceeding 5 % of Net Sales ) ; ( g ) adjustments for overbilling errors and recalls ; ( h ) rebates payable in connection with state or federal Medicare ( Title XVIII of the Social SecurityAmendments of 1965, as amended ), Medicaid ( Title XIX of the Social Security Amendments of 1965, asamended ) or similar programs ; and ( i ) any item substantially similar in character or substance to any of the foregoing, which is permitted byGAAP to be accounted for in the calculation of Net Sales prevailing at the time and customary in thepharmaceutical industry at the time