definiens: means, with respect to a specified period, the actual gross amount invoiced on sales in theTerritory of the Product by a Selling Person to independent, unrelated Third Parties in bona fide, arm ’s length transactions, less the following deductions determined in accordance with GAAP to the extent actually incurred, allowed, paid, accrued, specifically allocated, or included in the gross invoiced sales price with respect to such sales to Third Parties and not otherwisereceived, recovered by or reimbursed to such Selling Person calculated to arrive at net sales : ( i ) freight, insurance and othertransportation charges to the extent added to the sales price and set forth separately as such on the total amount invoiced;(ii ) any sales, use, value - added, excise taxes, duties or allowances and/or government charges on the selling price of theProduct which fall due and are paid as a consequence of such sale ; ( iii ) chargebacks, trade, quantity, cash discounts andrebates actually allowed and taken to the extent customary in the trade, including managed health care organizations, pharmacy benefit managers ( or equivalents thereof ), federal, state / provincial, local or other Governmental or RegulatoryAuthority, or their agencies or purchasers, reimbursers, or trade customers and discounts to customers, including cashcoupons, vouchers and loyalty cards ( and their redemption ) and co - pay assistance ; ( iv ) allowances or credits, includingallowances or credits to customers on account of rejection, defects or returns of the Product or because of a retroactive pricereduction, including for recalls or damaged goods and billing errors ; ( v ) commissions allowed or paid to Third Partydistributors, brokers or agents other than sales personnel, sales representatives and sales agents employed by the SellingPerson ; ( vi ) amounts payable resulting from governmental ( or agency thereof ) mandated rebate programs ; and ( vii ) otherdeductions actually taken by customers that are customary in the trade or as permitted by applicable Law and GAAP