definiens: means all applicable legislation, statutes, direc tives, regulations, judgments, decisions, decrees, orders, instruments, by - laws, and other legislative measure s or decisions having the force of law, treaties, c onventions and other agreements between states, or between states and the European Union or other supranational bodie s, rules of common law, customary law and equity and all civil or other codes and all other laws of, or having eff ect in, any jurisdiction from time to time ; has the meaning given to it in paragraph 2.1 of P art 7 of Schedule 4 ; means in relation to any matter, all liabilities, losses, claims, Tax, costs, fees and expenses rela ting to that matter including legal costs and fees, expense s of experts and consultants ( in each case whether or not recoverable in litigation ) and any amounts paid pur suant to a judgment or order of the Court or the su bject of any settlement or other agreement between the relevant parties to the matter ; means the unaudited management accounts of the Co mpany comprising a balance sheet as at the Management Accounts Date and a profit and loss account for the period which began on the Acc ounts Date and ended on the Management Accounts Date ; means 30 September 2020 ; means the amount of any clinical, regulatory or s ales milestones and royalty payments actually received by the Company, the Buyer, or either of th eir Affiliates or Sub - licensees ( or their respectiv e successors ) from time to time from or on behalf of counterparti es ( or their successors ) pursuant to the Ongoing Re search Collaboration Contracts ( in each case excluding any amount in respect of VAT which such recipient or a member of its VAT group is actually required to account to the relevant Tax Authority in respect thereof, inc luding for the avoidance of doubt through the netting 5 7153497 v5 |US - DOCS\117790358.20|| EXECUTION VERSION off against input VAT which would otherwise be reco verable ) . For clarity, Net Receipts shall not inclu de ( i ) any payments for the reimbursement of or received as pa yment for the performance of research and/or develo pment activities ( including any amounts received in respe ct of research and development activities or servic es performed or to be performed by or on behalf of the Company t he Buyer, or either of their Affiliates or Sub - lice nsees ( or their respective successors ) ) and ( ii ) payments for the r eimbursement of prosecution and maintenance expense s, and shall be treated as reduced by the amount of any Ta x suffered ( or which would have been suffered but f or the availability of any Relief, other than a Seller ’s R elief ) in connection with the receipt or accrual of, or entitlement to, such milestones and royalty payments ; means, for a given quarter, the gross amounts inv oiced by or on behalf of the Buyer, Company or either of their Affiliates or Sub - licensees ( each a ) in respect of the sale or other disposition of a Next Generation FAAH Product to Third Parties ( incl uding to distributors ), calculated in accordance wi th the relevant Selling Party ’s accounting standards, less the following deductions, deducted no more than on ce, in each case related specifically to the Next Generation FA AH Product and actually taken and accounted for in accordance with the Selling Party ’s accounting standards and n ot otherwise recovered by or reimbursed to the Buye r, its Affiliates, or Sub - licensees : a.normal and customary trade, cash and quantity dis counts ; b.price reductions or rebates, retroactive or other wise, imposed by, negotiated with or otherwise paid to Authorities or other payees that do not exceed the original invoice amou nt ; c. Taxes on sales ( such as sales, value added, or us e taxes ) to the extent added to the sale price and set forth separately as such in the total amount invoiced ; d.any Tax suffered ( or which would have been suffer ed but for the availability of any Relief, other th an a Seller ’s Relief ) in connection with such sale or other disposition ; e.amounts repaid or credited by reason of rejection s, defects, return goods allowance, recalls or retu rns ; f.outbound transportation and insurance charges to the extent added to the sale price and set forth se parately as such in the total amount invoiced ; and g.bad debts, except that if any such bad debt is su bsequently recovered by the relevant Selling Party, amounts previously deducted on account of such bad debt will be added back to Net Sales in the quarter in which the reduc tion in bad debt is recognised