definiens: shall mean, consistent with GAAP : ( i ) Subject to clause ( ii ) of this definition, the aggregate gross amount invoiced tounrelated Third Parties by Purchaser, its Affiliates, its licensees and its sublicensees for the sale of Earn - OutProducts, less to the extent applicable to such sale : ( A ) trade, cash and quantity discounts, if any, actually accruedor paid ; ( B ) credits, allowances and adjustments actually accrued or paid to customers, including credits for rejectedor returned Earn - Out Products previously sold ; ( C ) freight, insurance and other transportation costs actually accruedor paid, to the extent separately identified on the invoice ; ( D ) rebates or reimbursements actually accrued or paid tomanaged health care organizations, national, federal, state, or local governments ( or their agencies ), and managedhealth organizations ( including Medicaid rebates ), and ( E ) taxes, including value added taxes ( VAT ) ( other than taxeson Purchaser ’s, its Affiliates ’, its licensees ’ or its sublicensees ’ income ), customs duties or other governmentalcharges on sales or use actually paid by Purchaser, its Affiliates, its licensees or its sublicensees with respect to thesale of such Earn - Out Products . No fines, penalties or comparable payments to national, federal, state, or local governments ( or their agencies ) or to other third parties shall be deductible from NetSales