definiens: means the total gross amount invoiced and paid to [COMPANY] or any Affiliate of [COMPANY] for sales ortransfers of Products to an unrelated third party anywhere in the world, ( a ) less deductions for : ( i ) freight, postage and duties and transportation charges directly related to the Products sold(including handling and insurance with respect thereto ) ; ( ii ) sales, value added and excise taxes or customs paid, and any other similar governmentalcharges imposed upon the sale of the Products that are not recoverable ; ( iii ) allowances, chargebacks or credits actually granted by [COMPANY] or its Affiliates to end - usersnot in excess of the selling price of Products, on account of rejection, outdating, recalls or return of Products ; and ( iv ) rebates, reimbursements, fees or similar payments : ( 1 ) to wholesalers and other distributors, pharmacies and other retailers, buying groups ( including group purchasing organizations ), health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, hospitals, clinics, government agencies orauthorities or other institutions or health care organizations ; or ( 2 ) to patients and other third parties arising in connectionwith any program applicable to Products under which the [COMPANY] or its Affiliates provide to low income, uninsured or otherpatients the opportunity to obtain one or more Products at a reduced cost