definiens: shall mean the written, printed, electronic or graphic materials related to strategy, communications and programs as sociated with the marketing or promotion of the Pro duct, including such strategy, communications, programs a nd any promotional and marketing materials that ( a ) specifically identify or describe the Product or ( b ) otherwise support the Product or raise awareness of the Product . 1.28 shall mean, on a country - by - cou ntry basis, the gross amounts invoiced by VF and its Affiliates and any Sublicensees for sales o f Product in a particular country to Third Parties in the Territory during the Royalty Term, in each case, to the exten t related to the Product and recognized and allowed in accordance with the Accounting Standards, less the following deductions : ( a ) bad debts and uncollectable invoiced amounts relating to sales of the Product that are actually written off in accordance with the Account ing Standards, consistently applied, provided that any such amounts shall be capped at up to [ * * * ] of Net Sales for the entire Territory per Agreement Year and an y subsequently collected amounts will be included in the current Net Sales calculation, ( b ) sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and other adjustments, including those granted on account of price adjustments, ret urns, rebates, chargebacks or similar payments granted or given to wholesalers or other institutions, ( c ) adjustments arising from consumer discount p rograms or other similar programs, ( d ) clawback taxes, customs or excise duties, va lued - added taxes, sales taxes, consumption taxes and other taxes ( except income taxes ) or duti es relating to sales, any payment 4 [ * * * ] Indicates portions of this exhibit that have been omitted and filed separately with the Securiti es and Exchange Commission pursuant to a request for confi dential treatment