definiens: shall mean the gross amounts invoiced by [COMPANY], its Affiliates and its sublicensees for sales of Products to Third Parties that are not Affiliates or sublicensees of the selling party ( unless such Affiliate or sublicensee is the end user of such Product, in which case the amount billed therefor shall be deemed to be the amount that would be billed to a Third Party end user in an arm ’s -length transaction ), less the following items, as allocable to such Product ( if not previo usly deducted from the amount invoiced : ( a ) discounts, including cash discounts, discounts to managed care or similar organizations or government organizations, administrative fees paid to pharmacy benefits managers ; rebates paid or credited, including go vernment rebates such as Medicaid chargebacks or rebates ; retroactive price reductions or allowances actually allowed or granted from the billed amount ; and commercially reasonable promotional allowances actually granted to customers as reflected on the sa me invoice for the sale of Product ; ( b ) credits or allowances actually granted upon claims, rejections or returns of such sales of Product, including recalls ; ( c ) taxes, duties or other governmental charges levied on or measured by the billing amount whe n included in billing, as adjusted for rebates, charge -backs and refunds ; ( d ) freight, postage, shipping and insurance charges to the extent included on the same invoice by [COMPANY] or its sublicensee for delivery of Product ; and ( e ) actual uncollectible accounts receivable determined in accordance with US generally accepted accounting practices, consistently applied ; provided, however, that the deductions described in the preceding subsections ( a ), ( b ), ( d ), and ( e ) shall not exceed 15 % of the gross amounts invoiced