definiens: means : ( a ) with respect to a Product that is not a Combina tion Product, the gross receipts from sales by [COMPANY] and its Affiliates and Sublicensees of such Product to Third Parties in the Territory that is recorded as revenue by [COMPANY] or its Affiliate or Sublicense e according to such Person ’s revenue recognition po licies consistently applied, less in each case, to the ext ent actually incurred or allowed with respect to su ch Product, ( i ) bad debts actually incurred, ( ii ) sales returns and allowances actually paid, granted or accrued, incl uding trade, quantity and cash discounts and any other adjustmen ts, including those granted on account of price adj ustments, billing errors, rejected goods, damaged or defectiv e goods, recalls, returns, rebates, chargeback reba tes, reimbursements or similar payments granted or given to wholesalers or other distributors, buying group s, health care insurance carriers, chain pharmacies, mass mer chandisers, staff model HMO ’s, pharmacy benefit man agers or other institutions, ( iii ) adjustments arising fr om consumer discount programs or other similar prog rams, ( iv ) customs or excise duties, sales tax, consumption ta x, value added tax, and other taxes ( except income taxes ) or duties relating to sales of such Product, ( v ) any p ayment in respect of sales of such Product to the U nited States government, any state government or any foreign gov ernment, or to any other Governmental Authority, or with respect to any government - subsidized program or man aged care organization, and ( vi ) freight and insura nce ( to the extent that [COMPANY], its Affiliates or its Subli censees bear the cost of freight and insurance for the Product ) ; and ( b ) with respect to sales in a particular country a nd [COMPANY] Quarter of a product containing a Product and one or more other therapeutically act i ve ingredients, excluding empty viral capsids ( i.e ., AAV vectors which do not contain DNA ) ( each a ), the percentage of the Net Sales in such country of such Combination Product ( as determined in accordance with clause ( a ) ) that is calculated a s follows : ( i ) if the Product and other therapeutically active ingredient(s ) of such Combination Product are each sold separately in suc h country during such [COMPANY] Quarter, the fraction A/(A+B ), where A is the average sale price of the Product as sold separately in such country and [COMPANY] Quarter and B is the average sale price of the other therapeutically act i ve ingredient(s ) in the Combination Product as sol d separately in such country and [COMPANY] Quarter ; ( ii ) if the Product is sold separately in such coun try and [COMPANY] Quarter, but the other therapeutically active ingredient(s ) of such Combination Product are not sold separately in such country during such [COMPANY] Quarter, the fraction A / C, where A is the average sale price of the Product as sold separately in such country and [COMPANY] Quarter and C is the averag e sale price of the Combination Product in such cou ntry and [COMPANY] Quarter ; ( iii ) if the Product is not sold separately in such country and [COMPANY] Quarter, but the other therapeutically active ingredient(s ) of s uch Combination Product are sold separately in such country during such [COMPANY] Quarter, the fraction the fracti on [ 1 - B / C ], where B is the 11 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitte d and filed separately with the Securities and Exchange C ommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended