definiens: means, for the applicable period, the gross amount invoiced for the sale or other transfer of Licensed Product by Forest and its Affiliates and sublicensees to Third Parties which are not Affiliates or sublicensees of Forest ( unless such Affiliates or sublicensees are the final user of and do not further sell such Licensed Product, in which case the amount billed therefor shall be deemed to be the anlOunt that would be billed to a Third Party in an ann 's length transaction ), less the following items, as allocable to such Licensed Product : ( i ) trade discounts, credits or allowances, including without limitation, discounts provided by means of chargebacks, rebates and administrative fees charged by customers or health care organizations detennined based upon sales, ( ii ) credits or allowances additionally granted upon returns, rejections or recalls ( except where any such recall arises out of Forest 's or its Affiliate 's or sublicensee 's gross negligence, willful misconduct or fraud ), ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties or other governmental tariffs ( other than income taxes ) and ( v ) rebates, discounts or other payments on sales of Licensed Product that are mandated by the government