definiens: means the gross amount invoiced or otherwise billed by [COMPANY] or its Affiliates or Sublicensees ( the ) for Sales of Product to a Third Party purchaser from and after the Effective Date, less the following(collectively, ): 1.16.1 discounts given or accrued on the Product as applicable, including cash, trade and quantity discounts, pricereduction or incentive programs ( including sales coupons and co - payment programs ), retroactive price adjustments withrespect to Sales of the Product and charge - back payments;1.16.2 credits, refunds, returns or allowances allowed, accrued, paid, received or given, including credits, allowances, discounts and rebates to, and chargebacks from the account of customers for nonconforming, damaged, rejected, outdated and returned, withdrawn or recalled Product or on account of retroactive price reductions affecting theProduct;1.16.3 rebates, reimbursements, administrative fees or similar allowances granted or accrued to managed healthcare organizations, group purchasing organizations or to federal, state-3- and local governments in the Territory or any other organization in connection with the Sales of Products;1.16.4 freight, postage, shipping and insurance charges allowed, accrued or paid for delivery of the Product to theextent billed as a separate line item by the Selling Party to the Third Party purchaser ; and1.16.5 taxes, duties or other governmental charges imposed on the Sale of Product and actually paid or accrued bythe Selling Party ( as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the SellingParty ), to the extent billed as a separate line item by the Selling Party to the Third Party purchaser;provided that all of the foregoing shall be calculated in accordance with the Accounting Standards consistently appliedduring the applicable calculation period by the Selling Party