definiens: means, with respect to any Covered Product, the grossamounts that Purchaser or any Purchaser Related Party is entitled to receive, for sales inthe applicable Royalty Territory of such Covered Product by Purchaser or any PurchaserRelated Party for monetary value for use or consumption by the general public, less thefollowing deductions, to the extent reasonable and customary and actually allowed andtaken with respect to such sales : reasonable cash, trade or quantity discounts, charge - backpayments, and rebates actually granted to trade customers, managed health careorganizations, pharmaceutical benefit managers, group purchasing organizations andnational, state, or local government;credits, rebates or allowances actually allowed upon promptpayment or on account of claims, damaged goods, rejections or returns of such CoveredProduct, or other similar payments to wholesalers or distributors, including in connectionwith recalls, and the actual amount of any write - offs for bad debt ( provided that anamount subsequently recovered will be treated as Net Sales);reasonable packaging, freight, postage, shipping, transportation, warehousing, handling and insurance charges, in each case actually allowed or paid fordelivery of such Covered Product and calculated in accordance with the standardpractices of Purchaser or Purchaser Related Party, as applicable, consistently appliedacross its and their respective products in an amount not exceeding 5 % of the grosssales;taxes ( other than income taxes ), duties, tariffs or other governmentalcharges levied on the sale of such Covered Product, including VAT, excise taxes andsales taxes, in each case calculated in accordance with the standard practices ofPurchaser or Purchaser Related Party, as applicable, consistently applied across its andtheir respective products ; andthe portion of any annual fees due under Section 9008 of the UnitedStates Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and othercomparable laws that is reasonably allocable to the sale of such Covered Product inaccordance with the standard practices of Purchaser or Purchaser Related Party, asapplicable, consistently applied across its and their products