definiens: [ shall mean the amounts invoiced for the Product ( and any authorized generic as permitted under Section 8.1 ) sold ( including by Affiliates and licensees of [COMPANY] ) to third parties ( third parties specifically excludes licensees and Affiliates of [COMPANY] ) less the following : ( i ) normal and customary trade, quantity and/or cash discounts, returns or credits ( including due to rejections, defects or recalls of the Product or because of rebates or retroactive price adjustments ), allowances, rebates and charge - backs, to the extent actually accrued ; ( ii ) sales taxes, value - added taxes, excise or use taxes, tariffs, duties and customs fees and other taxes ( excluding income or franchise taxes ), duties or other governmental charges imposed with respect to sales of the Product which are actually paid ; and ( iii ) freight, postage, shipping, transit insurance and other transportation expenses associated with the Product which are itemized in the gross amount invoiced and are actually paid by [COMPANY] . Notwithstanding the foregoing, deductions taken under subparagraphs i, ii, and iii shall not exceed 15 % of [COMPANY] 's invoiced gross sales . All calculations shall be made in accordance with U.S. generally accepted accounting principles . ] shall mean Outlook Pharmaceuticals, Inc., an Ohio corporation