definiens: means with respect to each Product on a country - by - country basis, the dollar amount determined by deducting from the gross invoiced sales price billed for the Product sold by [COMPANY], or by an Affiliate of [COMPANY], as the case may be, in a particular country in the Territory the following, solely to the extent they relate directly to the sale of the Product to a Customer and are accrued in the ordinary course of business in accordance with US GAAP : ( a ) any statutory or contractual liability for rebates to be paid to or for the benefit of any government entity directly resulting from sales of the Product including, but not limited to, rebates to be paid pursuant to the Medicaid rebate legislation and state and local government rebate or discount programs ; ( b ) cash discounts for prompt payment of invoices for purchase of the Product by Customers ; ( c ) adnlinistrative fees payable to Customers in connection with the purchase of the Product by Customers ( d ) any adjustments granted to Customers for chargebacks, allowances or LA\1340845.20 credits for rejected, returned or expired Products, ( e ) retroactive price adjustments ( e.g., floorstock adjustments ), free Products provided to customers in lieu of discounts or rebates on such Products, damaged Products, rebates, promotional allowances, payments to customers in respect of margin - sharing arrangements, or other discounts and deductions and reserves ( including reserves for bad debts which will equal one percent ( 1 0/0 ) ofNet Sales of all Products and will be reconciled with actual bad debts ( which can not exceed one percent ( 1 % ) of Net Sales of all Products ) on an annual basis ) required to be accrued in accordance with United States GAAP consistently applied, and ( e ) VAT or similar taxes directly related to the sale of the Product to the extent included in the invoice price and to the extent such taxes are remitted to the applicable taxing authority ( but not including taxes assessed against the income derived from such sale ), If [COMPANY] or an Affiliate sells any Products directly or indirectly to an Affiliate, and such Affiliate thereafter sells said Products to a Customer, only the revenues on the sale of such Products by such Affiliate to such Customer shall be used in the calculation of Net Sales ; subject to all of the deductions set forth above