definiens: means, with respect to a certain time period, the gross invoiced sales prices charged for all Products sold by or for [COMPANY], its Affiliates and sublicensees in arms length transactions to Third Parties ( but not including sales relating to transactions between [COMPANY], its Affiliates, and/or their respective sublicensees ) during such time period, less the total of the following estimated and/or incurred charges or expenses to the extent attributable to the sale of the Product : [ ( a ) trade, cash, prompt payment and/or quantity discounts ; ( b ) returns, allowances, rebates, chargebacks, other allowances or payments to government agencies, other than payments to government agencies arising out of any violation of any law, including any fines or penalties ; ( c ) retroactive price reductions applicable to sales of such product ; ( d ) reasonable fees paid to distributors, selling agents ( excluding any sales representatives of a Party or any of its Affiliates or sublicensees ), group purchasing organizations and managed care entities ; ( e ) credits or allowances ( actually paid or allowed ) for wastage replacement, whether cash or trade ; ( 1 ) to the extent paid or payable by [COMPANY], non - recoverable sales taxes, excise taxes, tariffs and duties ( to avoid doubt, taxes assessed on income derived from sales are not intended to be treated as deductions pursuant to this dec - mition ) ; ( g ) the standard inventory cost ( actual acquisition cost ) of devices used for dispensing or administering the Product which are shipped with the Product and included in the gross invoiced sales price ; and ( h ) unrecovered bad debt, freight or other transportation charges " and insurance charges, but only to the extent such charges apply to the specific shipment of Products ( and not a percentage of any general insurance charges ) ]