definiens: shall mean the gross amount invoiced for sales of Product by Selling Persons to Third Parties, less thefollowing deductions from such gross amounts to the extent attributable to such Product and to the extent actually incurred, allowed, accrued or specifically allocated:(a ) trade, cash and quantity discounts actually given;(b ) price reductions or rebates, retroactive or otherwise, or charge backs actually granted or paid to GovernmentalAuthorities, group purchasing organizations, Third Party payors ( including managed health care organizations ) or tradecustomers;(c ) amounts repaid or credited by reason of rejections, defects, return goods allowance, recalls or returns;(d ) reasonable and customary freight, shipping insurance and other transportation charges directly related to the saleof the Product separately stated on the invoice to the Third Party;(e ) fees for any services provided by wholesalers and warehousing chains related to the distribution of such Product;and(f ) sales, value - added, excise taxes, tariffs and duties, and other taxes and government charges directly related to thesale, to the extent that such items are included in the gross invoice price of the Product and actually borne by Selling Personswithout reimbursement from any Third Party ( but not including taxes assessed against the income derived from such sale);all as determined in accordance with GAAP on a basis consistent with Purchaser ’s annual audited financial statements