definiens: shall mean the gross invoice price of Product sold by [COMPANY] or its Affiliates or Sublicensees directly to a Third Party, less the following deductions if and to the extent such deductions to unaffiliated entities are actually allowed and granted : ( i ) trade, quantity, and/or cash discounts, charge -back payments, allowances or rebates, including promotional or similar discounts or rebates, and discounts or rebates to governmental or managed care organizations ; 18 ( ii ) discounts provided in connection with coupon, voucher or similar patient programs ; ( iii ) credits or allowances given or made with respect to Product by reason of rejection, defects, recalls, returns, rebates, or retroactive price reductions ; ( iv ) any tax, tariff, duty or government charge ( including any sales, value added, excise or similar tax or government charge, but excluding any income tax ) levied on the sale, transportation or delivery of Product and borne by [COMPANY], its Affiliates or Sublicensees without reimburseme nt from any Third Party ; ( v ) any charges for freight, postage, shipping or transportation, or for insurance, in each case to the extent borne by [COMPANY], its Affiliates or Sublicensees without reimbursement from any Third Party ; and ( vi ) any administrative fees paid to group purchasing organizations or managed care entities for the sale of Product ( provided, however, that such deduction may not exceed two percent ( 2 % ) of the gross sales in the corresponding accounting period )