definiens: shall mean, for any period, COLEY and COLEY Affiliates ' gross invoiced sales for such period, less ( i ) promotional allowances, rebates, pre - bates, administrative fees, profit share payments, quantity and cash discounts, and other customary discounts to customers, wholesalers, distributors, buying groups or health care insurance carriers, ( ii ) excise, sales and other consumption taxes, value added taxes, taxes and duties paid, absorbed or allowed which are directly related to the sale, ( iii ) the amount of charge backs, and amounts repaid or credited by reason of rejections, allowances, billing errors, rejected goods, recalls, damages or returns of goods, or because of retroactive price adjustments, ( iv ) freight and insurance costs, and ( v ) discounts or rebates or other payments required by law to be made under governmental special medical assistance programs, all determined in accordance with United States generally accepted accounting principles consistently applied . If COLEY or a COLEY Affiliate sells any Product in a non - arms - Iength transaction, then the gross invoiced sales amount shall be equitably adjusted by COLEY as necessary to make it equivalent to an arms - length price