definiens: means, with respect to a specified period, the actual Gross Sales invoiced on sales ofthe Product by Sun and its Affiliates prior to the Closing and Tribute and its Affiliates after the Closing in either caseto independent, unrelated third parties in bona fide, arm ’s length transactions, less the following deductionsdetermined in accordance with GAAP to the extent actually incurred, allowed, paid, accrued, specifically allocated, or included in the Gross Sales price invoiced with respect to such sales to third parties and not otherwise received, recovered by or reimbursed to Selling Person : ( a ) freight, insurance and other transportation charges to the extentadded to the sales price and set forth separately as such on the total amount invoiced ; ( b ) any sales, use, value - added, excise taxes, duties or allowances and/or government charges on the selling price of the Product which falldue and are paid as a consequence of such sale ; ( c ) Chargebacks, trade, quantity, cash discounts and rebatesactually 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 Entity, ortheir agencies or purchasers, reimbursers, or trade customers and discounts to customers, including cash coupons, vouchers and loyalty cards ( and their redemption ) and co - pay assistance ; ( d ) allowances or credits, includingallowances or credits to customers on account of rejection, defects or returns of the Product or because of aretroactive price reduction, including for recalls or damaged goods and billing errors ; ( e ) commissions allowed or paidto third party distributors, brokers or agents other than sales personnel, sales representatives and sales agentsemployed by the Selling Person ; ( f ) amounts payable resulting from governmental ( or agency thereof ) mandatedrebate programs ; and ( g ) other deductions actually taken by customers that are customary in the trade or aspermitted by Applicable Law and GAAP