definiens: means the gross invoice price for sales of Products as to each Calendar Quarter by [COMPANY], its Affiliates, or sublicensees, as appropriate, to Third Parties during such Calendar Quarter, less, if not previously deducted from the amount invoiced or received, reasonable and customary amounts for : ( i ) trade, cash and quantity discounts or - rebates ( other than price discounts granted at the time of sale ), service allowances and broker 's or agent 's commissions, if any, actually allowed or paid, ( ii ) refunds, credits or allowances actually given or made for rejection or return of, previously sold Products or for retroactive price reductions ( including Medicaid, managed care and similar types of rebates ) ; ( iii ) taxes, duties or other governmental charges imposed and paid by Medlmmune on the production, sale delivery or use of a Product, ( excluding income and franchise taxes ), as adjusted for rebates and refunds ; ( iv ) any administrative fees paid to ", u,.~u ·, ' 15 •• care entities for the sale of the perform a reconciliation relating to this allowance, as consistent with other [COMPANY] and practices, and provide to [COMPANY] reasonable documentation supporting the reconciliation . A of a Product is deemed to occur upon the invoicing, or if no in voice is issued, upon the earlier of shipment or transfer of title in the Product to a Third Party the foregoing deductions from the gross invoiced sales prices of Licensed Products shall be determined in accordance with GAAP . In the event that [COMPANY], its Affiliates or Sublicensees make any adjustments to such deductions after the associated Net Sales have been reported pursuant to this Agreement, the adjustments shall be reported and reconciled in the next report and payment of any royalties due