definiens: means, with respect to a Licensed Product, the sum of ( a ) and ( b ), where : ( a ) is a provision, determined by [COMPANY] . its .Affiliates Of Product Licensees, as applicable, L!!l for sales of such Licensed Product under GAAP as 144295 9 provided hereinabove for ( i ) cash and quantity discounts or rebates on such Licensed Product ( other than price discounts granted at the time of invoicing and which are included in the determination of Gross Sales ), ( ii ) credits or allowances given or made for rejection or return of previously sold Licensed Product or for retroactive price reductions ( including Medicare and similar types of rebates and chargebacks ), ( iii ) sales taxes, duties or other governmental charges levied on or measured by the billing amount for such Licensed Product, as adjusted for rebates and refunds, ( iv ) charges for freight and insurance directly related to the distribution of such Licensed Product, to the extent included in the invoice to the customer, and ( v ) credits for allowances given or made for wastage replacement, indigent patient and any other sales programs agreed to by the Parties for such Licensed Product ; and ( b ) is a periodic adjustment of the provision determined in ( a ) to reflect amounts actually incurred by [COMPANY], its Affiliates and Product Licensees, as applicable, for items ( i ), ( ii ), ( iii ), ( iv ) and ( v ) in clause ( a )