definiens: means, with respect to a Product, for a particular period, the gross amount invoiced onsales of such Product in the Territory recognized as gross revenue in accordance with GAAP by [COMPANY], its Affiliates andassigns to independent, unrelated Third Parties ( excluding sales of Authorized Generics of such Product to Authorized GenericDistributors ) during such period in bona fide arms ’ length transactions, less the following deductions, calculated to arrive atnet sales in accordance with GAAP : ( a ) freight, insurance ( but only insurance with respect to shipping the Product ), and othertransportation charges to the extent added to the sales price and set forth separately as such on the total amount invoiced;(b ) any sales, use, value - added, excise taxes or duties or allowances on the selling price of the Product to the extent added tothe sales price and set forth separately as such on the total amount invoiced ; ( c ) chargebacks, trade, quantity and cashdiscounts and rebates to the extent customary in the trade, including governmental rebates ; ( d ) allowances or credits, including allowances or credits on account of rejection, defects or returns of the Product, or because of a retroactive pricereduction ; ( e ) redemption costs associated with any voucher, coupon, loyalty card or other co - pay assistance programs for theProduct ; and ( f ) fees paid to wholesalers, group purchasing organizations, pharmacy benefit managers and the like based onthe sale or dispensing of the Product