definiens: means gross amounts invoiced for sales of the Product by a Party, its . Affiliates or sublicensees, as appropriate, to Third Parties, less the following items : ( i ) trade, quantity and cash discounts or rebates actually allowed and taken and any other adjustments, including, without limitation, those granted on account of price adjustments, billing errors, rejected goods, damaged goods and recall returns ; ( ii ) credits, rebates, charge - back and prime vendor rebates, fees, reimbursements or similar payments granted or given to wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health care organizations ; ( iii ) any tax, tariff, customs duties, excise or other duties or other governmental charge ( other than an income tax or other taxes imposed on or measured by income ) levied on the sale, transportation or delivery of the Product and borne by the seller thereof ; ( iv ) payments or rebates paid in connection with sales of the Product to any governmental or regulatory authority in respect of any state or federal Medicare, Medicaid or similar programs ; ( v ) any charge for freight, insurance or other transportation costs charged to the customer ; and ( vi ) any write - offs for bad debt