definiens: . Net Sales means with respect to any Licensed Product, the aggregate gross amount invoiced bySchering - Plough, its Affiliates and Sublicensees on all sales of Licensed Product in the Territory to Third Parties, less thefollowing deductions to the extent included in the gross invoiced sales price for such Licensed Product or otherwise directlypaid or incurred by Schering - Plough or its Affiliates or Sublicensees with respect to the sale of such Licensed Product:(a ) bad debts actually written off which are attributable to sales of Licensed Product ; and -9-(b ) sales returns, credits, discounts and allowances, including, without limitation:(i ) trade, quantity and cash discounts and any other adjustments, including, without limitation, those grantedon account of price adjustments, billing errors, rejected goods, damaged goods, returns, recalls, rebates, chargebackrebates, fees, reimbursements or similar payments granted or given to wholesalers or other distributors, buyinggroups, health care insurance carriers or other institutions;(ii ) freight, packing, handling, shipping, postage and insurance charges to the extent that they are included inthe price or otherwise paid by the purchaser;(iii ) customs or excise taxes, including, without limitation, import duties, sales tax and other taxes ( exceptincome taxes ) or duties relating to sales;(iv ) any payment in respect of sales to any governmental authority in respect of any government - subsidizedprogram, including, without limitation, Medicare and Medicaid rebates;(v ) amounts paid or credited to customers for inventory management, distribution, warehousing, and relatedservices to the extent consistent with industry standards;(vi ) the portion of any management fees paid during the relevant time period to group purchasing organizationsthat relate specifically to the sale of such Licensed Product to such organization to the extent consistent withindustry standards ; and(vii ) any other similar deductions to the extent consistent with industry standards for the purpose ofcalculating Net Sales