definiens: for purposes of this Agreement means the amount invoiced or otherwise billed by [COMPANY] or its Affiliates or sublicensees ( ) for sales of a Product to a Third Party purchaser, less the following ( collectively, ): ( a ) discounts actually given on Product, including cash, trade and quantity discounts, price reduction or incentive programs ( including sales coupons and co - payment programs ), retroactive price adjustments with respect to sales of such Product, and charge - back payments ; ( b ) credits, refunds, returns or allowances actually allowed, paid, received or given, including credits, allowances, discounts and rebates to, and chargebacks from the account of customers for nonconforming, damaged, rejected, out - dated and returned, withdrawn or recalled Product or on account of retroactive price reductions affecting the Product ; ( c ) rebates, reimbursements, administrative fees or similar allowances actually granted to managed health care organizations or to federal, state and local governments in the [COMPANY] Territory or any other organization that utilizes any governmental discount program with respect to the Product ; ( d ) inventory management agreement ( IMA ) fees, wholesaler fees, and specialty pharmacy charges, in each case, to the extent specifically attributable to the applicable Product ; ( e ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Product, to the extent billed as a separate line item by the Selling Party to the Third Party purchaser ; ( t ) taxes, duties or other governmental charges imposed on the sale of Product and actually paid by the Selling Party ( as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the Selling Party ), to the extent billed as a separate line item by the Selling Party to the Third Party purchaser ; provided that all of the foregoing deductions shall be calculated in accordance with then - current generally accepted accounting principles in the Unites States, consistently applied during the 6 Confidential Treatment Requested by [COMPANY] Pharmaceuticals, Inc