definiens: shall mean, with respect to a specific Product, the sum of ( a ) and ( b ), where : ( a ) is aprovision, determined by a Party under U.S. GAAP for sales of such Product for ( i ) trade, cash and quantity discounts on suchProduct ( other than price discounts granted at the time of invoicing and which are already included in the determination ofGross Sales ), ( ii ) credits or allowances given or made for rejection or return of, and for uncollectable amounts on, previouslysold product or for rebates or retroactive price reductions ( including Medicare, Medicaid and similar types of rebates andchargebacks ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount for such Product, as adjusted for rebates and refunds ( excluding income and franchise taxes ), ( iv ) charges for freight and insurance directlyrelated to the distribution of such Product, to the extent included in Gross Sales, and ( v ) credits for allowances given or madefor wastage replacement, indigent patient and any other sales programs agreed to by the Parties for such Product ; and ( b ) is aperiodic adjustment of the provision determined in ( a ) to reflect amounts actually incurred by a Party for items ( i ), ( ii ), ( iii),(iv ) and ( v ) in clause ( a )