definiens: means with respect to a particular time period during the Royalty Term, the total amountsinvoiced by [COMPANY], its Affiliates and their respective sublicensees for sales of Products made during such timeperiod to unaffiliated Third Parties, less the following deductions ( on an accrual basis ) in each case to the extentreasonable and customary actually allowed or incurred, and included in the invoiced price of the Product or otherwisedocumented, with respect to such sales:(a ) discounts, including cash and quantity discounts ( including early payment discounts ), charge - backpayments, and rebates actually granted or administrative fees actually paid to : trade customers ; patients ( includingthose in the form of a coupon or voucher ) ; managed health care entities ; drug benefit managers ; group purchasingorganizations ; federal, state, or local government ( including those for governmental, regulatory or agency mandatedrebate programs ) ; the agencies, purchasers and reimbursers of managed health care entities ; and drug benefitmanagers ; 8(b ) credits or allowances actually granted upon prompt payment or claims, damaged goods, rejectionsor returns of such Product, including in connection with recalls;(c ) freight, postage, shipping, transportation and insurance charges, in each case actually allowed orpaid for delivery of Product, to the extent billed or recognized;(d ) taxes ( other than income taxes ), duties, tariffs or other governmental charges levied on the sale ofsuch Product, including, value - added and sales taxes;(e ) amounts actually paid to Third Party distributors solely for and in respect of the sale of Product;(f ) the actual amount of any write - offs for bad debt ; provided with respect to such write - off that anamount subsequently recovered or reversed with respect to such write - off will be treated as Net Sales in the quarter inwhich it is recovered or reversed . [COMPANY] will use Diligent Efforts to minimize bad debts ; and(g ) any other specifically identifiable amounts included in gross amounts invoiced for Products, to theextent such amounts are customary deductions from net sales calculations in the pharmaceutical or biotechnologyindustries in the applicable country or countries in the Licensed Territory related to non - Affiliates for reasonssubstantially equivalent to those listed above and are reasonable in an amount relative to similar deductions taken byServier or its applicable sublicensee in calculating net sales of their other products