definiens: means, in respect of a Product for a period, the gross amount invoiced by [COMPANY] and its Affiliates in such period to third party customers on account of the sale of such Product ( excluding amounts for freight, postage, insurance, sales tax and other governmental charges imposed upon such sale which are included in the gross amount invoiced and shown separately on such invoice ) plus any other form of revenue or expense reimbursement or recovery recognized by [COMPANY] or its Affiliates in such period in accordance with generally accepted accounting principles as a result of commercial arrangements relating to such Product less, without duplication : 146503.2 ( i ) credits issued or payments made by [COMPANY] and its Mfiliates to third party customers for or on account of, without duplication, bona fide rebates granted and custommy trade discounts actually allowed by [COMPANY] or its Affiliates to such customers in the ordinary course of business ( except rebates or discounts granted wholly or partially in consideration of such customer 's agreement to purchase any service or any product CONFIDENTIAL TREATMENT -10 - other than the Product unless such rebates or discounts are across - the - board rebates or discounts applied uniformly to the Product and other products or services as part of an overall program of rebates or discounts established by [COMPANY] covering substantially all of its products ) ; ( ii ) out - of - pocket costs for freight, postage and insurance incurred by [COMPANY] or its Affiliates in the period to deliver the Product to third party customers to the extent that such amount is not charged to such customer ; ( iii ) payments made by [COMPANY] and its Affiliates for administrative fees, reimbursements or similar payments to or for Medicaid or any other government programs, hospitals, health maintenance organizations, insurance carriers, or other similar arm 's length entity or entities in connection with the purchase or utilization of the Product ; ( iv ) Deductible Listing Fees paid by [COMPANY] or its Affiliates in such period ; ( v ) credits, rebates and/or adjustments allowed or given to third party customers by reason of rejections or permitted returns ( subject to the limitations contemplated below ), or retroactive price reductions or programs with wholesalers or other distributors or resellers according to which they are entitled to charge back rebates, credits ( credits for returns to be subject to the limitations contemplated below ) or adjustments ; ( vi ) bad debts actually incurred in that period by [COMPANY] relating to outstanding accounts receivable arising out of Net Sales of the Product ; It is understood and agreed that : ( a ) except as specifically contemplated above, in calculating Net Sales no other deductions from the gross amount invoiced or other revenue recognized shall be made or taken for any amount which is a selling, promotion, marketing or general or administrative expense