definiens: shall mean the amounts invoiced in the first bona fide arm's - length sales to independent unaffiliated third parties by PAR and any affiliate or designee of PAR, less the following deductions in each case to the extent related specifically to the Product : ( i ) any sales, use or excise taxes included in such amount, ( ii ) discounts allowed and taken, ( iii ) amounts refunded or credited by reason of returns, allowances for retroactive price adjustments, or payments made by PAR to independent unaffiliated third parties as part of rebate arrangements, ( iv ) charges for freight, handling and transportation separately itemized on the invoice ; and ( v ) charge - back rebates and state or federal Medicare or Medicaid rebates . In the event that Product is sold to a customer at a discount which exceeds the discounts afforded such customer for other PAR pharmaceutical products, the Net Sales to such customer shall be deemed to be the average undiscounted Net Sales of the Product to all customers for the period in question discounted to a level consistent with the average discount afforded to such customer on other pharmaceutical products