definiens: means, with respect to each Earnout Product, the grossamounts invoiced for sales of such Earnout Product by or on behalf of Buyer and itsAffiliates, and its and their transferees, licensees and sublicensees ( each a ) to Third Parties in the Territory during the applicable period, less the followingdeductions, to the extent accrued or actually taken or paid as applicable, with respectto the sale of such Earnout Product and that are in accordance with GAAP ( asgenerally and consistently applied throughout the Selling Party ’s organization):(a ) normal and customary trade, quantity and prompt paydiscounts directly with respect to sales of an Earnout Product;(b ) refunds, credits, allowances and other similar adjustmentsfor rejection or return of previously sold Earnout Product or for retroactive pricereductions and billing errors;(c ) Rebates, coupons, and chargebacks to managed healthcare organizations, pharmacy benefit managers ( or equivalents thereof),national, state / provincial, local, and other governments, their agencies andbuyers and reimbursers, or to trade customers;(d ) amounts written off by reason of uncollected debt if andwhen actually written off or allowed, provided that such amounts shall beadded back to Net Sales if and when collected;(e ) costs of freight, insurance, and other transportationcharges directly related to the distribution of such Earnout Product;(f ) Taxes, duties or other governmental charges ( includingany Tax such as a value added or similar Tax, but excluding any Taxes basedon income ) levied on or measured by the billing amount for the EarnoutProduct, as adjusted for Rebates and refunds;(g ) fees paid to wholesalers, distributors, selling agents(excluding any sales representatives of a Selling Party ), group purchasingorganizations, Third Party payors, other contractees, and managed careentities, in each case with respect to such Earnout Product;7CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THISEXHIBIT BECAUSE IT IS BOTH ( I ) NOT MATERIAL AND ( II ) WOULD BECOMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED . OMISSIONS AREDESIGNATED [ * * * ] ( h ) that portion of the annual fee on prescription drugmanufacturers imposed by the Patient Protection and Affordable Care Act, Pub . L. No . 111 - 148 ( as amended ) that the Selling Party allocates to sales ofsuch Earnout Product in accordance with such Selling Party ’s standardpolicies and procedures consistently applied across all its products, asapplicable;provided, however, that for purposes of calculating Net Sales of an EarnoutProduct by any of Buyer ’s or its Affiliates ’ Third Party licensees orsublicensees in the Ex - U.S. Territory, Net Sales shall mean the totalconsideration received by Buyer or its Affiliates from such Third Party licenseeor sublicensee in respect of such sale