definiens: means the gross amount invoiced by Napo for the s ale of Fulyzaq / Crofelemer, minus ( less ) any of the following : ( a ) trade discounts, returns, allowances, fees, reimbursements, rebates, and cha rgebacks to wholesalers and distributors, buying groups, pharma cy benefit managers, insurance carriers, and distri butors ; ( b ) freight, postage, shipping, and shipping insura nce expenses ( c ) customs and excise duties ( d ) reba tes and payments to governmental authorities, such as Medic aid or Medicare ; ( e ) sales taxes, ad valorem taxes and duties ; ( f ) any other similar and customary deducti ons that are consistent with GAAP ; 5 ( g ) distribution expenses to the extent that such i tems are included in the invoiced amount ; and ( h ) a ny such invoiced amounts that are not collected by Napo and ( f ) any amounts due pursuant to, and in accordance with, the Tempesta License Agreement which includes royal ties due, the CapGlobal Royalty, and any other roya lty agreements Napo owes to other third - parties, provided, however the amount of deduction from Net Sales for this subsection ( f ) shall not exceed [ * * * ] percent ( [ * * * ] % ) of the gross amount invoiced ( for purposes of th e definition of Net Sales, means that certain Amended and Restated License Agreement, dated October 16, 2002, by and between N apo and Michael Tempesta, Ph.D., provided further, in no way shall Net Sales include any adjustment for COGS, either ( i ) as a reduction or deduction from the g ross amount invoiced, or ( ii ) as an amount includable in ( a ) through ( f ) of this definition