definiens: means the amount invoiced by WFHC o r its sublicensees for sales of the Product to a third party in the Territory, l ess estimates which will be adjusted to actual on a periodic basis of : ( i ) disc ounts, including cash discounts, discounts to managed care or similar org anizations or government organizations, rebates paid, credit, accrued or act ually taken, including government rebates such as Medicaid chargebacks or rebates, and retroactive price reductions or allowances actually allowed or granted from the billed amount, and commercially reasonable and customary f ees paid to distributors ( other than to a distributor that is an Affiliate o f WFHC ), ( ii ) credits or 2 6 allowances actually granted upon claims, rejections or returns of such sales of the Product, including recalls, regardless of WFHC requesting such recalls and ( iii ) taxes, duties or other governmental charges l evied on or measured by the billing amount when included in billing, as adjuste d for rebates, charge - backs, and refunds