definiens: shall mean, with respect to a given period of time, the total amount invoiced by [COMPANY] or its Related [COMPANY] Parties for sales of Products to a Third Party ( whether an end - user, wholesaler or otherwise ) in the Territory, less the following deductions with respect to such sale, to the extent applicable to the Product and to the extent not already sfc 1 - 163605 - 1 l.doc 7 Confidential CONFIDENTIAL TREATMENT included in the amounts invoiced and thereafter actually allowed and taken : ( a ) trade, cash and quantity credits, discounts, credits, refunds or wholesaler fees for inventory management or similar purposes [ ( provided the fees charged by the wholesaler are consistent across [COMPANY] 's product lines ) ] ; ( b ) allowances or credits for returns or rejected Product and allowance for bad debt expense ; ( c ) prepaid freight and insurance ; ( d ) sales taxes and other governmental charges ( including value added and similar taxes, but solely to the extent not otherwise creditable or reimbursed and excluding any income tax ) actually paid in connection with the sale ; and ( e ) customary rebates ( including, for this purpose, discounts provided by means of chargebacks or rebates ) actually granted to managed health care organizations, federal, state, or local governments ( or their agencies ) ( including without limitation Medicaid rebates ), all to the extent in accordance with U.S. generally accepted accounting principles ( ) consistently applied across all of its products . If any credit, rebate, refund or other deduction is described in more than one category above, it shall be deducted only once from Net Sales