definiens: means with respect to sales of Erwinaze Product in the United States : the gross amount invoiced by theBuyer or its Affiliates, licensees, sublicenses or joint venture or other partners ( without double counting ) for sales of suchErwinaze Product to third parties, less : ( a ) cash and wholesaler discounts consistent with customary practices in the industryand the policies and practices of Buyer for similar products as consistently applied across Buyer ’s products ; ( b ) Credits andChargebacks consistent with customary practices in the industry and the policies and practices of Buyer for similar productsas consistently applied across Buyer ’s products ; ( c ) sales credits, refunds, recalls, returns and allowances consistent withcustomary practices in the industry and the policies and practices of Buyer for similar products as consistently applied acrossBuyer ’s products ; ( d ) bad debts, Taxes ( other than income Taxes or franchise Taxes ) and similar customary deductionsconsistent with customary practices in the industry and the policies and practices of Buyer for similar products as consistentlyapplied across Buyer ’s products ; and ( e ) reasonable distributors ’ fees consistent with customary practices in the industry andthe policies and practices of Buyer for similar products as consistently applied across Buyer ’s products . Such amounts shall bedetermined from the relevant books and records of Buyer, which Buyer shall maintain in accordance with GAAP, such thatU.S. Net Sales is equal to net sales for Erwinaze Products in the United States as recorded in the Buyer ’s financial statements inaccordance with GAAP and otherwise applied in a manner consistent with the application of GAAP by the Buyer to similarproducts of the Buyer . Anything to the contrary notwithstanding, in no event shall U.S. Net Sales for any period be a negativenumber