definiens: means the aggregate amount invoiced on account of sales of the Product by [COMPANY] or any of its Mfiliates or their sublicensees to a Third . Party in the Territory ( but not including sales between [COMPANY] and its Affiliates where the Product is intended for resale ) less the following relating to such sales : ( a ) trade, quantity and cash discounts or rebates actually allowed and taken, which are not already reflected in the amount invoiced ; ( b ) any adjustments or allowances on account of price adjustments, billing errors, rejected goods, damaged goods and returns ; ( c ) credits, volume rebates, charge - back and prime vendor rebates, fees, reimbursements or similar payments granted or given to wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health care organizations, which are not already reflected in the amount invoiced ; ( d ) any tax, tariff, customs duty, excise or other duty or other governmental charge ( other than a tax on income ) levied on the sale, transportation or delivery of the Product and borne by the seller thereof, itemized on the applicable invoice and remitted to the applicable taxing authority ; ( e ) payments or rebates paid in connection with sales of the Product to any governmental or regulatory authority in respect of any state or federal Medicare, Medicaid or similar programs, which are not already reflected in the amount invoiced ; and ( f ) any invoiced charge for freight, insurance or other transportation costs charged to the 5 10504445 .13.BUSINESS customer . For purposes of this definition, the Product shall be considered when so recorded in [COMPANY] 's financial statements audited in accordance with generally accepted accounting principles, consistently applied