definiens: shall mean, with respect to a specific Product, the sum o f ( a ) and ( b ), where : ( a ) is a provision, determined by a Pa rty under U.S. GAAP for sales of such Product for ( i ) trade, cash and quantity discounts on such Product ( other than price discounts granted at the time of invoicing an d which are already included in the determination of Gross Sale s ), ( ii ) credits or allowances given or made for re jection or return of, and for uncollectable amounts on, previo usly sold product or for rebates or retroactive pri ce reductions ( including Medicare, Medicaid and similar types of rebates and chargebacks ), ( iii ) taxes, duties or ot her governmental charges levied on or measured by the b illing amount for such Product, as adjusted for reb ates and refunds ( excluding income and franchise taxes ), ( iv ) charges for freight and insurance directly relate d to the distribution of such Product, to the extent include d in Gross Sales, and ( v ) credits for allowances gi ven or made for wastage replacement, indigent patient and any o ther sales programs agreed to by the Parties for su ch Product ; and ( b ) is a periodic adjustment of the provision d etermined in ( a ) to reflect amounts actually incurr ed by a Party for items ( i ), ( ii ), ( iii ), ( iv ) and ( v ) in clause ( a )