definiens: means, wi th respect to an applicable perio d, the gross amount invoiced by Zogeni x, and/or its Affiliates and Sublicensees for sale or other commerci al disposition of the Product ( i n final, finished presentation for use by an end - user ) to an unrel ated CONFIDENTIAL 7 NS D\1 89959 . 3 Third Party in an arms ' -length transaction, minus the following allowances and other deductions which are actually incurred, allowed, accrued or specifically allocated in their normal and customary amounts : ( i ) credits, price adjustments or allowances for damaged products, returns or rejections of the Product ; ( ii ) trade, cash and quantity discounts, allowances and credits ( including co - pay reduction programs ) ; ( iii ) chargeback payments, fees and rebates granted to group purchasing organizations, managed health care organizations, wholesalers, pharmacy benefit management ( PBM ) or other similar organizations or to federal, state / provincial, local and other governments, including their agencies, or to trade customers ; ( iv ) any invoiced freight, postage, shipping, insurance and other transportation charges ; and ( v ) sales, value -added, and excise taxes, tariffs and duties, and other taxes directly related to the sale ( but not including taxes assessed against the income derived from such sale )