definiens: means the gross amount invoiced by [COMPANY], and/or its Affiliates and Sublicensees for sale orother commercial disposition of the Product ( in its final, finished form for use by the end - user ) to an unrelated ThirdParty in arms’-length transactions, less the following deductions which are actually incurred, allowed, accrued orspecifically allocated in their normal and customary amounts : ( i ) credits, price adjustments ( including co - pay reductionprograms ) or allowances for damaged products, returns or rejections of Product ; ( ii ) trade, cash and quantitydiscounts, allowances and credits ( including with respect to marketing programs such as coupon programs);(iii ) chargeback payments, fees and rebates ( or the equivalent thereof ) granted to group purchasing organizations, managed health care organizations, wholesalers, pharmacy benefit management ( PBM ) or other similar organizationsor to federal, state / provincial, local and other governments, including their agencies, or to trade customers ; ( iv ) anyinvoiced freight, postage, shipping, insurance and other transportation charges ; ( v ) reasonable provisions forallowance for uncollectible amounts ; and ( vi ) sales, value - added, and excise taxes, tariffs and duties, and other taxesdirectly related to the sale ( but not including taxes assessed against the income derived from such sale )