definiens: means the gross invoice price of sales of the Aut horized Generic in the Territory by [COMPANY] and its Affiliates to Third Parties, recorded in accordance with U.S. GAAP, less the following reasonable and customary deductions from such gross amounts ( but only if and to the extent relating to the Authorized Generic, as accru ed ): ( i ) Cost of Authorized Generic ; ( ii ) customary and commercially reasonable allowanc es for returns and discounts, including, without limitation, credits for unsold or shortdate d Authorized Generic product, customer program accruals ( overbills, administrative fees, t hird party rebates, sales brokerage, and volume rebates ), allowances granted in the invoice, cash discounts, discounts made by means of floor stock adjustments, rebates or charge - backs directly related to sales of the Authorized Generic ( and including rebates or other payments re quired to be paid to government entities in connection with sales of the Authorized Generic pursuant to the Omnibus Budget Reconciliation Act of 1990 and similar or other Fed eral or state legislation or programs ) ; ( iii ) taxes, duties or other governmental charges to the extent actually included in the gross invoice price ; ( iv ) actual and/or accrued distribution and shipping cos ts, including but not limited to distribution service fees and other customary charges Confidential Settlement Agreement Page 5 of 36 EXECUTION VERSION incurred in accordance with wholesaler and third pa rty logistics agreements, such as warehousing and shipping agreements ; and ( v ) any receivables which have been included in gro ss sales in the books of [COMPANY] and are deemed to be uncollectible according to [COMPANY] ’s int ernal accounting principles and U.S