definiens: means ( he aggregate amount invoiced on account of sales of the Product by Buyer or any of its Affiliates or their sublicensees 10 a third party in the Territory ( but not including sales between Buyer and its Affiliates where the Product is inknded for resale ) less the following reductions relating to such sales : ( a ) trade, quantity and cash discounts or rebates, which are not already reflected in the amount invoiced ; ( b ) any adjustments or allowances on account of price adjustments, billing errors . rejected goods, damaged goods and returns ; ( c ) crcdits, volume rebates, charge - back and prime vendor rebates, fees . reimbursements or similar payments granted or given to wholesalers and other distributors, buying groups, health care insurance carriers, phannacy benefit management companies, health maintenance organization s or other institutions or health c - arc organizations : which arc not already reflected in the amount invoiced ; ( d ) any tax, tariff, customs duty, excise or other duty or olher governmental charge ( other than a tax on income ) levied on the sale, transportation or delivery of the Product and borne by the seller thereof, itemized on the applicablc invoice and remitted to the applicable taxing authority ; ( e ) paymc::nts or rebates paid in connection with sales of the Product to any governmental or regulatory authority in respect of any state or federal Medicare, Medicaid or similar programs, which are not already reflected in the amount invoiced ; and ( f ) any invoiced charge for freight, insurance or other transportation costs charged to the customer . For purposes of this definition, the Product shall be considered and allowed when so recorded in Parent 's consolidated and consolidating financial statements prepared in accordance with generally accepted accounting principles