definiens: shall mean the gross invoiced sales price for eac h Finished Product sold on an arms - length basis by [COMPANY] or any [COMPANY] Designe es to unaffiliated third parties in the Territory during the payment period, less, ( 1 ) any statutory or contractual liability for reba tes for such Finished Products to be paid to or for the benefit of any government entity including, but not limited to, re bates to be paid pursuant to the Medicaid rebate legislation and state and local government rebate programs ; ( 2 ) cash discounts for prompt payment of invoices f or such Finished Products by customers consistent with the historical experience of the party 's business ; ( 3 ) any liability to customers for rebates or fees ( including, but not limited to, administrative and promotional fees ) for such Finished Product consistent with the historica l experience of the party 's business ; ( 4 ) any adjustments granted to customers for repaym ents, allowances or credits for rejected Finished Product, retroactive price adjustments ( e.g., floorstock adj ustments ), reprocurement fees, damaged Finished Product, promotional allowances, chargebacks, or other custo mary discounts and deductions directly related to such F inished Products and required to be accrued in accordance with GAAP, consistent with the historical experience of the party 's business ; and, ( 5 ) * * * * percent ( * * * * % ) of the gross invoiced sale s price for such Finished Product to cover returns and expi red Finished Product