definiens: shall mean, with respect to the Products, gross sales invoiced by or on behalf of Company, itsAffiliates and/or sublicensees for sales of the Products to Third Parties, less deductions actually incurred, allowed, paid, accrued and otherwise specifically identified related to, and specifically allocated on a pro rata basis withCompany ’s ( its Affiliate ’s or sublicensee ’s ) other products to, the Products by Company, its Affiliates and / orsublicensees using GAAP applied on a consistent basis to : ( a ) any and all credits for Product returns in the Territory, including, but not limited to, credits for returned, unsold, or short - dated Product, allowances granted or included in the invoice, cash discounts, customerprogram accruals ( overbills, administrative fees, third - party rebates, sales brokerage and volume rebates),consignment sales, wholesaler and retailer fees, other adjustments and rebates, including, but not limited to, Medicaid and other state or governmental rebates, charge backs, floor stock adjustments, and similar itemsthat may be estimated in accordance with GAAP ; ( b ) shipping costs, sales and excise taxes, other consumption taxes, or other governmental charges to theextent actually included in gross sales ; and ( c ) any receivables that have been included in gross sales and are deemed to be uncollectible ( not to exceedfive percent ( 5 % ) of launch to date gross sales ) according to GAAP . Such bad debt deduction shall beapplied to Net Sales in the period in which such receivables are written off and shall be exclusive of any baddebt or uncollectible receivables unrelated to the Products