definiens: mean the amount of gross sales of Products in a specified territory for a specified period by Purchaser, any Licensee o r any Affiliate of Purchaser less the following amounts actually and reaso nably incurred by Purchaser : ( i ) customer directed commissions and quant ity, trade and cash discounts actually allowed or given ; ( ii ) discounts, replacements, credits or ref unds actually allowed for the return of rejected, outdated, damaged o r returned Products ; ( iii ) rebates, chargebacks and price adjustme nts actually allowed or given ; ( iv ) sales or similar taxes ( including dutie s or other governmental charges or assessments ) levied, absorbe d or otherwise imposed on the sale of Products ( including VAT or othe r governmental charges measured by the billing amount, when in cluded in such billing ) ; and ( v ) charges for freight, handling, postage, transportation, insurance and other shipping charges ; provided, however, that : ( a ) sales or transfers of Products between or among Purchaser, any Licensee or any Affiliate of Purchaser, as well as sales or transfers resulting directly or indirec tly from any Seller License, shall be excluded from Net Sales calcul ations for all purposes ; ( b ) Products that are made, sold or used in connection with any pre - clinical or clinical trials, or for any testing, quality control, evaluation or other developmen t purposes, or distributed as samples, shall be excluded from Net Sal es calculations for all purposes ; ( c ) for Combination Products, the computati on of Net Sales shall be based on the relative average net selli ng price of the applicable Product in the country at issue as comp ared with the net selling prices of the other components or activ e ingredients contributing substantially to the overall efficacy o f the Combination Page : 14 of 61 < PAGE > Asset Purchase Agreement - Re tigabine Product ( as determined by identical met hods, to the extent practical ) during the applicable calend ar quarter ( although, if the Product or such other components or act i ve ingredients were not separately invoiced or priced during th e applicable quarterly period, the Net Sales computation shall be based on the relative fair market prices which the selling pa rty would have charged for the Product and such other components o r ingredients to a third party in an arm 's length transaction, a s determined by Purchaser in its reasonable discretion ) ; provided, h owever, that in the instance of any Combination Product where the Pr oduct is sold in combination with a diagnostic device, the computati on of Net Sales for such Product shall be based solely on the av erage net selling price of the applicable Product in the country a t issue when sold as a stand - alone product ; and ( d ) amounts relevant to the determination o f Net Sales, and the timing of sales, shall be determined from the books and records of Purchaser ( or, as applicable, any Licen see or any Affiliate of Purchaser ) which shall be maintained in accordance with generally accepted accounting principles ( GAAP ) i n the United States ( or, as applicable, such other standard account ing principles as may be in effect in any other relevant jurisdicti on )