definiens: means, with respect to any period, Gross Sales for such period less deductions, to the extent actually taken or allowed and not for promotional purposes for : [ ( i ) nOlmal and customary trade, quantity and cash discounts and sales returns and allowances, including ( A ) those granted on account of price adjustments, billing enors, rejected goods, danlaged goods, returnsandrebates,{B ) administrative and other fees and reimbursements and similar payments to wholesalers and other distributors, buying groups, pharmacy benefit management organizations and health care insurance carriers, ( C ) allowances, rebates and fees paid to distributors and ( D ) chargebacks ; ( ii ) freight, postage, shipping and insurance expenses to the extent that such items are included in the gross amount invoiced ; ( iii ) customs and excise duties and other duties related to the sales of Product to the extent that such items are included in the gross amount invoiced ; ( iv ) rebates and similar payments made with respect to sales paid for by any governmental or regulatory authority such as, by way of illustration and not in limitation of the parties ' rights hereunder, Federal or state Medicaid, Medicare or similar program in the Territory ; ( v ) sales and other taxes and duties directly related to the sale or delivery ofProduct(s ) ( but not including taxes assessed against the income derived from such sale ) ; ( vi ) distribution expenses to the extent that such items are included in the gross amount invoiced ; ( vii ) any other similar and customary deductions that are consistent with International Accounting Standards ( and to the extent any such deduction is taken in the ordinary course ) ; and ( viii ) any such invoiced amounts that are not collected by [COMPANY] or its Affiliates ( provided that such amounts ( net of collection expenses ) shall be included if thereafter collected ) ] * . Deductions pursuant to subsection ( viii ) above shall be taken in the Calendar Quarter in which the [ invoiced amounts are no longer recorded as a receivableJ *, in accordance with International Accounting Standards . Any of the deductions specified in this definition that involves a payment or credit shall be taken as a deduction in the Calendar Quarter in which the payment or credit is accrued by [COMPANY] or its applicable Affiliate, in accordance with International Accounting Standards . For purposes of determining Net Sales, the Product shall be deemed to be sold when shipped, and transfers or dispositions of the Product for charitable 14 ' Confidential Treatment Requested . Omitted portions filed separately with the Commission . Execution Copy purposes or pre - clinical or clinical studies purposes, and sales or transfers of the Product among [COMPANY] and its Affiliates ( provided that any subsequent sale to a Third Party shall be included ) shall be excluded from Net Sales . If, as part of any managed care program or arrangement, the Product is sold with other products such that it is not possible to determine which of the deductions set forth above are specifically attributable to the Product, then [COMPANY] shall apportion the deductions across the bundle of products on a fair and reasonable basis . Notwithstanding anything contained herein, in no event shall any category of expense, to the extent included in [COMPANY] 's determination of the Cost of Goods for a given period, be taken as a deduction in the calculation of Net Sales for such period