definiens: shall mean the gross invoiced sales price for each Product sold on an arms - length basis directly or indirectly by the applicable Party or its Designee to unaffiliated third parties in the Territory during the payment period, less ( i ) any statutory or contractual liability for rebates for such Products to be paid to or for the benefit of any government entity including, but not limited to, rebates to be paid pursuant to the Medicaid rebate legislation and state and local government rebate programs ; ( ii ) cash discounts for prompt payment of invoices for such Products by customers consistent with the historical experience of the Party 's business ; -10 - I CONFIDENTIAL ( iii ) any liability to customers for rebates or fees ( including, but not limited to, administrative and promotional fees ) for such Product consistent with the historical experience of the Party 's business ; ( iv ) any adjustments granted to customers for repayments, allowances or credits for rejected, retroactive price adjustments ( e.g., floorstock adjustments ), reprocurement fees, damaged Product, promotional allowances, chargebacks, or other customary discounts and deductions directly related to such Product and required to be accrued in accordance with GAAP, consistent with the historical experience of the Party 's business ; and, ( v ) an amount equal to two percent ( 2 % ) of the gross invoiced sales price for such Products to cover returns and expired Products