definiens: shall mean the gross amounts invoiced ( not including value added taxes, sales taxes, or similartaxes ) for sales of Product sold by [COMPANY] or its Related Parties to the first Third Party after deducting, for suchProduct : bad debts related to such Product, sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and any other adjustments, including those granted on account ofprice adjustments, rejected goods, returns, rebates, chargeback rebates, reimbursements or similar paymentsgranted or given to wholesalers or other distributors, buying groups, health care insurance carriers, chainpharmacies, mass merchandisers, staff model HMO ’s, pharmacy benefit managers or other institutions, customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxesand all to the extent paid by [COMPANY] and non - refundable in accordance with Applicable Law ) or duties relating tosales, any payment in respect of sales to the United States government, any state government or any foreigngovernment, or to any other Governmental Authority, or with respect to any government - subsidized program ormanaged care organization, deductions for Health Care Reform fees and similar deductions to gross invoiceprice of Product imposed by Regulatory Authorities or other governmental entities, the standard inventory costof devices or delivery systems used for dispensing or administering Product that are included with the Productand delivered as part of the invoice price, and freight and insurance ( to the extent that [COMPANY], its Affiliates or itsSublicensees bear the cost of freight and insurance for the Product ), provided that in each case that theamounts are, where applicable, separately charged on the relevant invoice and that such deductions do notexceed reasonable and customary amounts in the market in which such sales occurred