definiens: shall mean, in accordance with generally accepted accounting principles, the gross price ofLicensed Product which is sold, transferred for value or otherwise transferred by [COMPANY] or its Affiliates to independent, third - party customers in connection with bona fide, arms - length transactions or exchange, after deducting, to the extentpaid by [COMPANY], if not previously deducted in the amount invoiced or received:(i ) quantity and/or cash discounts actually allowed or taken;(ii ) freight, postage and shipping insurance ( allocated in accordance with [COMPANY] ' standard allocationprocedure);(iii ) customs duties and taxes, if any, directly related to the sale;(iv ) amounts repaid or credited by reason of rejections, return of goods, retroactive price reductionsspecifically identifiable as relating to Licensed Product;(v ) amounts incurred resulting from governmental ( or a Regulatory Agency thereof ) mandated rebateprograms;(vi ) third party rebates and chargebacks related to the sale of Licensed Product to the extent actuallyallowed ; and(vii ) as mutually agreed by the parties in writing, any other specifically identifiable amounts included inLicensed Product 's gross sales that were or ultimately will be credited and that are substantially similar to thoselisted herein above