definiens: shall mean, with respect to a Product, the gross amount invoiced for bona fide arms ’ length sales of Products in the Territory by or on behalf of a Party, or its Affiliates, licensees or sublicensees to Third Parties, less the following deductions determined in accord ance with GAAP consistently applied : ( a ) normal and customary trade, cash, quantity and free -goods allowances granted and taken directly with respect to sales of such Product ; ( b ) amounts repaid or credited with respect to such Product by reason of defects, rejections, recalls, returns, rebates and allowances ; ( c ) chargebacks and other amounts paid on sale or dispensing of such Product ; ( d ) Third Party cash rebates and chargeb acks related to sales of such Product, to the extent allowed ; ( e ) retroactive price reductions for such Products that are actually allowed or granted ; 14 ( f ) compulsory refunds, credits and rebates directly related to the sale of such Products, accr ued, paid or deducted pursuant to government entities or payor agreements ( including managed care agreements ) or governmental regulations ; ( g ) branded co -pay or similar programs specifically for the Product ; ( h ) freight, postage, shipment and insurance c osts ( or wholesaler fees in lieu of those costs ) and customs duties incurred in delivering such Products that are separately identified on the invoice or other documentation ; ( i ) sales taxes, excess duties, or other consumption taxes and compulsory paymen ts to Governmental Authorities or other governmental charges imposed on the sale of such Products, which are separately identified on the invoice or other documentation ; and ( j ) if and to the extent expressly agreed in writing by the Parties, any other sp ecifically identifiable costs or charges included in the gross invoiced sales price of such Product falling within categories substantially equivalent to those listed above and ultimately credited to customers or a Governmental Authority or agency thereof