definiens: means, for any period, the aggregate of the gross amounts invoiced orotherwise billed, charged or received by a Selling Person for the arms ’ length sale or other commercialdisposition to non - Affiliates of such Selling Person of a Product ( whether such Selling Person has theright to sell Zuplenz ), less the following deductions to the extent specifically related to a Product andactually allowed, incurred or paid during such period : ( i ) reasonable cash discounts, returns, allowances, rebates, or chargebacks ; ( ii ) sales, value - added, excise taxes, tariffs and duties, and othertaxes directly related to the sale ( but excluding income or net profit taxes or franchise taxes of any kind);(iii ) Medicaid and other reimbursement related rebates, co - pay reimbursements, product cost per unitpaid to the manufacturer on a delivered basis, including freight and duty costs, distribution andwholesaler fee for service ; and ( iv ) amounts allowed or credited on returns, provided that all of theforegoing deductions are incurred in the ordinary course and calculated in accordance with GAAPduring the applicable calculation period throughout the Selling Person ’s organization