definiens: means with respect to a Covered Product that is not a Bundle, the gross amount invoiced by [COMPANY], itsAffiliates and its Sublicensees of such Covered Product to Third Parties, less ( a ) bad debts related to such Covered Product,(b ) sales returns and allowances actually paid, granted or accrued, including, trade, quantity and cash discounts, any otheradjustments, including, those granted on account of price adjustments, billing errors, rejected goods, damaged or defectivegoods, recalls, returns, rebates, chargeback rebates, reimbursement, fees or similar payments granted or given to wholesalers orother distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, healthmaintenance organizations, Governmental Authorities, or other institutions or health care organizations, ( c ) adjustmentsarising from consumer discount programs or other similar programs or arising in connection with any [COMPANY] discount orsavings program, ( d ) customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except incometaxes ) or duties relating to sales, any payment in respect of sales to the United States government, any state government or anyforeign government, or to any other Governmental Authority, or with respect to any government - subsidized program ormanaged care organization, and ( e ) charges for freight and insurance ( to the extent that [COMPANY] bears the cost of freight andinsurance for a Covered Product ) . Net Sales shall be determined from books and records maintained in accordance with GAAP, as consistently applied by [COMPANY] with respect to sales of all its drug products