definiens: means the sum of ( a ) and ( b ), where : ( a ) is a provision, determined by a Party under GAAP for sales of Profit Share Products in the Territory for ( i ) trade, cash and quantity discounts or rebates on Profit Share Products granted and which are included in the determination of Gross Sales ; ( ii ) credits or allowances given or made for rejection or return of, and for uncollected amounts on, previously sold Profit Share Products or for damaged Profit Share Products, billing errors and retroactive price reductions ( including rebates similar to Medicare and/or Medicaid ) ; ( iii ) sales tax, V AT taxes, and other taxes, duties or other governmental charges levied on or measured by the billing amount for Profit Share Products, as adjusted for rebates or refunds, that are borne by the seller thereof and that are not refundable and to the extent noncreditable ; ( iv ) commissions relating to import or transportation of Profit Share Products paid to Third Party distributors, brokers or agents ( excluding sales personnel, sales representatives and sales agents that are employees or consultants of a Commercializing Party or its Sublicensees ) in countries outside the United States in which such commissions are paid by deducting such commissions from gross sales invoiced for sales to such third parties ; ( v ) charges for freight and insurance directly related to the return of Profit Share Products and not otherwise paid for by the customer or refunds that are born by the seller thereof and that are not refundable and to the extent noncreditable ; and ( vi ) credits or allowances given or made for wastage replacement, indigent patient and similar programs ; and ( b ) is a periodic adjustment of the provision determined in clause ( a ) to reflect amounts actually incurred by the Commercializing Party in the Territory for items ( i ), ( ii ), ( iii ), and ( iv ) in clause ( a ) . The provision allowed in clause ( a ) and adjustments made in clause ( b ) ( if any ) will be reviewed by the financial representatives from the Parties