definiens: ) . as used in this Section 2.2 means the gross amount received by the Purchaser or its Affiliates from thesale of the Products and from service contracts or rental agreements entered into or renewed after the Closing Date, less the following reductions : ( i ) customary trade, quantity, quality, distribution level and payment discounts andrebates ; ( ii ) amounts repaid or credited by reason of rejection or return ; ( iii ) shipping costs ( provided that the margin onsuch costs is not materially greater than the average margin on shipping for the Purchaser ’s other products ) andhandling costs ( provided that the handling costs are consistent with the Purchaser ’s past practice with respect tohandling ) ; ( iv ) any taxes ( including, but not limited to, the medical device tax ) or other governmental charges levied onthe production, sale, transportation, delivery, or use of a Product or services provided and that is paid by thePurchaser or its Affiliates ( but in all events will exclude any taxes levied on income ) ; and ( v ) allowances and creditson account of retroactive price reduction . Transfer of Product between the Purchaser and its Affiliates, or between itsAffiliates, shall not be a under Net Sales . Currency conversions made in calculating Net Sales shall becalculated based on the ordinary course of business of the Purchaser and in accordance with GAAP . For avoidanceof doubt, if a Product is sold for a price of $ 5,000 and Purchaser incurs $ 500 in taxes then Net Sales will be $ 4,500unless Purchaser charges its client such for such taxes as an additional line item in which case Net Sales will be$5,000 . Purchaser shall at all times act in good faith with respect to revenue and charges subject to inclusion in eitherthe First Earn - Out or the Second Earn - Out and will not directly or indirectly attempt to artificially reduce the grossrevenue resulting from the sale of Products or increase any charges that would be deducted from such revenues