definiens: shall mean the gross invoice price of COVID Product sold by the selling Party or its Aﬃliates or Sublicensees directly to a ThirdParty, less the following deductions if and to the extent such deductions to unaffiliated entities are actually allowed and granted : ( i)trade, quantity, and/or cash discounts, charge - back payments, allowances or rebates, including promotional or similar discounts or rebates, and discounts or rebates to governmental or managed care organizations ; ( ii)discounts provided in connection with coupon, voucher or similar patient programs ; ( iii)credits or allowances given or made with respect to a COVID Product by reason of rejection, defects, recalls, returns, rebates, or retroactiveprice reductions ; ( iv)any tax, tariﬀ, duty or government charge ( including any sales, value added, excise or similar tax or government charge, but excluding anyincome tax ) levied on the sale, transportation or delivery of COVID Product and borne by the selling Party, its Aﬃliates or Sublicenseeswithout reimbursement from any Third Party ; ( v)any charges for freight, postage, shipping or transportation, or for insurance, in each case to the extent borne by the selling Party, itsAffiliates or Sublicensees without reimbursement from any Third Party ; and ( vi)any administrative fees paid to group purchasing organizations or managed care entities for the sale of COVID Product ( provided, however, that such deduction may not exceed two percent ( 2 % ) of the gross sales in the corresponding accounting period )