definiens: means the gross amount invoiced by [COMPANY] or its Affiliate for sales of the Product to aThird Party less the following deductions, to the extent accrued and directly allocable to the Product : ( a ) cash discounts ( only to the extent that such amounts are included in invoices and then onlyto the extent that such amounts are customary and reasonable ) ; ( b ) returns ( including recalls ) ; price protection and shelf stock adjustments ; reprocurementcharges by customers and other similar charges ; chargebacks, allowances, discounts, inventory management fees, and rebates ; ( c ) other payments required by law or agreed to be made under Medicaid, Medicare or othergovernment special medical assistance programs ( including, but not limited to, payments made under the new and the ) ; ( d ) relevant managed markets rebates ; and ( e ) sales, excise or other similar taxes ( excluding income taxes )