definiens: shall mean the gross amount received by Purchaser or its Affiliates, licensees, sublicensees, joint ventures andassignees of the Product rights assigned hereunder, for Products sold in bona fide, arms - length transactions, less amounts(other than for bad debt ) actually deducted by such selling party and recognized in its financial statements in calculating netsales of such Products in accordance with GAAP for the following items : ( i ) trade, quantity and/or cash discounts from thegross invoice price which are actually allowed, accrued or taken, ( ii ) freight, postage and other handling and transportationcharges and insurance included in the invoice price, ( iii ) amounts repaid, credited or accrued by reasons of rejections or returnof goods or because of retroactive price reductions specifically identifiable to the Product, ( iv ) amounts payable and / oraccrued resulting from government ( or agency thereof ) mandated rebate programs, ( v ) third - party rebates, credits, allowancesor chargebacks ( including those to managed - care entities and Government Entities ) to the extent actually allowed or taken,(vi ) customs duties, tariffs, sales taxes, value - added taxes, excise taxes and other consumption taxes and compulsory paymentsto Government Entities and any other governmental charges imposed upon the sale of Product ( excluding income taxes ), ifany, actually paid and directly related to the sale of Product that are not reimbursed by the buyer of such Product, ( vii ) anyother accruals required for Product related deductions and allowances permitted by GAAP