definiens: shall mean, with respect to a Royalty P roduct, the gross amount invoiced in a country by Purchaser, its Affiliates or licensees, other than any distributors, for the sale or other disposition of such Royalty Product in such country to Third Parties ( including distributors, wholesalers and end - users ), less the following deductions : ( a ) sales returns and allowances actually paid, granted or accrued on such Royalty Product, includi ng trade, quantity, prompt pay and cash discounts and any other adjustments, including those granted on a ccount of price adjustments or billing errors ; ( b ) credits or allowances given or made for reje ction, recall, return or wastage replacement of, an d for uncollectible amounts on, such Royalty Product or f or rebates or retroactive price reductions ( includi ng Medicare, Medicaid, copay assistance, managed care and similar types of rebates and chargebacks ) ; ( c ) taxes, duties or other governmental charges levied on or measured by the billing amount for suc h Royalty Product, as adjusted for rebates and refund s, including without limitation pharmaceutical exci se taxes ( such as those imposed on a Royalty Product by the United States Patient Protection and Affordable Car e Act of 2010 and other comparable laws ), but which shall no t include any tax, duty, or other charge imposed on or measured by net income ( however denominated ) or any franchise taxes, branch profits taxes, or similar tax ; ( d ) charges for freight, customs and insurance d irectly related to the distribution of such Royalty Product and wholesaler and distributor administration fees ; and ( e ) other future similar deductions, taken in th e ordinary course of business or in accordance with GAAP and Purchaser ’s standard practices ; in each case ( clauses ( a ) through ( e ) ) to the exten t such deductions : ( i ) are reasonable and customary, ( ii ) are included in the gross invoiced sales price for such Royalty Product or otherwise directly paid, allowe d, accrued, or incurred by Purchaser, its Affiliates or license es with respect to the sale of such Royalty Product ( iii ) are applicable and in accordance with standard allocati on procedures, ( iv ) have not already been deducted or excluded, ( v ) are incurred in the ordinary course o f business in type and amount consistent with good industry practice, and ( vi ) except with respect to the uncol lectible amounts and pharmaceutical excise taxes de scribed in clauses ( b ) and ( c ) above, are determined in accord ance with, and as recorded in revenues 9 under, GAAP . Net Sales shall not be imputed to tran sfers of such Royalty Product without consideration or for nominal consideration for use in any clinical trial, or for any bona fide charitable, compassionate us e or indigent patient program purpose where such Royalty Product is sold at or below cost of goods sold or as a samp le . In the case of any transfer of any Royalty Product between or among Purchaser and its Affiliates or licensees for resale, Net Sales shall be determined based on the sales ma de by such Affiliate or licensee to a Third Party