definiens: means, with respect to the Product, the gross amount invoiced for sales of theProduct by or on behalf of Buyer ( including by Affiliates of Buyer, licensees of Buyer or Buyer’sAffiliates or such licensee ’s sublicensees ) to Third Parties worldwide, less the followingdeductions ( to the extent such deductions are actually incurred and are reasonably necessary forsale of the Product ), all in accordance with GAAP consistently applied, including the accountingmethods for translating activity denominated in foreign currencies into United States dollaramounts:(i ) customary trade, cash and quantity discounts actually given;(ii ) discounts, refunds, rebates, chargebacks, retroactive price adjustments, and anyother allowances given and taken which effectively reduce the net selling price ( other than suchwhich have already diminished the gross amount invoiced ), including, without limitation, * Confidential Treatment Requested3Medicaid or Medicare rebates, institutional rebates and other similar rebates or paymentsmandated by Governmental Authorities and rebates or other similar allowances given tomanaged health care organizations or pharmaceutical benefit managers;(iii ) amounts repaid or credits or allowances actually given or made for rejection, defect, damaged goods, recall or return of any Product or for retroactive price reductions and billingerrors;(iv ) administrative fees paid to group purchasing organizations;(v ) costs of shipping, forwarding, freight, warehousing, postage, insurance, and othertransportation charges to the extent itemized in the total amount invoiced, as well as any fees forservices, including inventory management fees, provided by wholesalers and warehousingchains directly allocable to the distribution of the Product, identified as such in the invoice of theThird Party ; and(vi ) sales or excise Taxes, tariffs or duties relating to the sale of the Product, identified assuch in the invoice of the Third Party or corresponding government documentation