definiens: shall mean the gross invoice price of Product sold by [COMPANY] or its Aﬃliates or Sublicensees directly to a Third Party, less thefollowing deductions if and to the extent such deductions to unaffiliated entities are actually allowed and granted : ( i)trade, quantity, and/or cash discounts, charge - back payments, allowances or rebates, including promotional or similar discounts or rebates, and discounts or rebates to governmental or managed care organizations ; ( ii)discounts provided in connection with coupon, voucher or similar patient programs ; ( iii)credits or allowances given or made with respect to Product by reason of rejection, defects, recalls, returns, rebates, or retroactive pricereductions ; ( iv)any tax, tariﬀ, duty or government charge ( including any sales, value added, excise or similar tax or government charge, but excluding anyincome tax ) levied on the sale, transportation or delivery of Product and borne by [COMPANY], its Aﬃliates or Sublicensees without reimbursementfrom any Third Party ; ( v)any charges for freight, postage, shipping or transportation, or for insurance, in each case to the extent borne by [COMPANY], its Aﬃliates orSublicensees without reimbursement from any Third Party ; and ( vi)any administrative fees paid to group purchasing organizations or managed care entities for the sale of Product ( provided, however, thatsuch deduction may not exceed two percent ( 2 % ) of the gross sales in the corresponding accounting period )