definiens: means the gross amount invoiced by Partner or its Affiliates andSublicensees ( and by Distributors if used by Partner to sell Licensed Products in France, Germany, Italy, Spain, United Kingdom, Belgium, Netherlands, Luxembourg, Austria, Poland, Portugal, Denmark, Finland, Iceland, Norway and Sweden ) for the sale of Licensed Products inthe Partner Territory ( for the avoidance of doubt, such sales shall include named patient sales ifsold for a profit but not if disposed of for free or at cost ), less any of the following applicabledeductions related to such sale and, except in the case of ( e ), included in the invoiced amounts:(a ) normal, customary trade discounts ( including volume discounts ), credits, chargebacks, reductions, and rebates, and allowances and adjustments for rejections, recalls, outdatedproducts, returns, in each event whether voluntary or required ; ( b ) freight, shipping, insurance, sales, use, excise, value - added and similar customs, taxes, tariffs or duties imposed on suchsale, transfer, or other disposition ; ( c ) credits actually given or allowances actually made forwastage replacement, governmental program rebates, indigent patient and similar programs toprovide Licensed Product on a no - profit or at - cost basis, to the extent actually deducted from thegross amount invoiced and either not required to be paid by, or refunded to, the customer or otherpayor ; ( d ) amounts repaid or credits taken by reason of rejections, defects or returns or becauseof retroactive price reductions ( to be clear, other than retroactive price reductions granted as partof any collections efforts or to resolve uncollectible accounts ) or due to recalls or governmentlaws or regulations requiring rebates ; ( e ) an allowance for bad debt and uncollectible accounts, not to exceed [ * * ] percent ( [ * * ] % ) of the gross amount invoiced and not to exceed the amount ofthe allowance actually used by the invoicing entity to account for bad debt and uncollectibleaccounts with respect to such invoiced amounts to prepare the invoicing entity ’s audited financialstatements for financial reporting purposes . Even if there is overlap between any of deductions(a)-(d ), each individual item shall only be deducted once in each Net Sales calculation . Bad debtand uncollectible accounts shall be addressed solely by the deduction of the allowance providedfor in clause ( e ) above in this paragraph, and any write - off of bad debt or uncollectible accounts- 8 - shall not be deemed encompassed in any of deductions ( a)-(d )