definiens: means, for a particular period, the gross amount invoiced on sales of Product in theTerritory recognized as gross revenue in accordance with GAAP by [COMPANY], its Affiliates, licensees, sublicensees and assignsto independent, unrelated Third Parties during such period in bona fide arms ’ length transactions, less the followingdeductions, calculated to arrive at net sales in accordance with GAAP : ( a ) freight, insurance ( but only insurance with respectto shipping the Product ), and other transportation charges to the extent added to the sales price and set forth separately as suchon the total amount invoiced ; ( b ) any sales, use, value - added, excise taxes or duties or allowances on the selling price ofProduct to the extent added to the sales price and set forth separately as such on the total amount invoiced ; ( c ) chargebacks, trade, quantity and cash discounts and rebates to the extent customary in the trade, including governmental rebates;(d ) allowances or credits, including allowances or credits to customers on account of rejection, defects or returns of theProduct, or because of a retroactive price reduction ; and ( e ) redemption costs associated with any Product voucher, coupon, loyalty card or other co - pay assistance programs approved by the JCC, or listed in Schedule 4.5(h )