definiens: shall mean, consistent with GAAP:(i ) Subject to clause ( ii ) of this definition, the aggregate gross amount invoiced to unrelated ThirdParties by Purchaser, its Affiliates, its licensees and its sublicensees for the sale of Earn - Out Products, less to theextent applicable to such sale : ( A ) trade, cash and quantity discounts, if any, actually accrued or paid ; ( B ) credits, allowances and adjustments actually accrued or paid to customers, including credits for rejected or returned Earn - OutProducts previously sold ; ( C ) freight, insurance and other transportation costs actually accrued or paid, to the extentseparately identified on the invoice ; ( D ) rebates or reimbursements actually accrued or paid to managed health careorganizations, national, federal, state, or local governments ( or their agencies ), and managed health organizations(including Medicaid rebates ), and ( E ) taxes, including value added taxes ( VAT ) ( other than taxes on Purchaser ’s, itsAffiliates ’, its licensees ’ or its sublicensees ’ income ), customs duties or other governmental charges on sales or useactually paid by Purchaser, its Affiliates, its licensees or its sublicensees with respect to the sale of such Earn - OutProducts . No fines, penalties or comparable payments to national, federal, state, or local governments ( or theiragencies ) or to other third parties shall be deductible from Net Sales