definiens: means the gross invoiced sales prices charged for Products sold by Distributor or itsAffiliates or permitted Sublicensees in arm ’s length transactions to Third Parties ; less the total of the followingcharges or expenses in regard to such sales as determined in accordance with GAAP : ( i ) non - recoverable taxes, tariffs and duties and any other governmental charges paid for and either ( A ) separately identified on the invoiceor ( B ) reflected in the books and records of Distributor or its Affiliates or permitted Sub - licensees and levied onthe sale of Products, including but not limited to, [ * * * ] ; ( ii ) trade, cash, prompt payment and/or quantity discounts, actually allowed and taken directly by the Third Party, and mandated discounts ; ( iii ) rejections, returns, allowances, rebates, chargebacks, credits or payments to government agencies or other Third Parties;(iv ) retroactive price reductions actually granted to the Third Party applicable to sales of such product and(v ) credits or allowances actually granted to the Third Party for product replacement, whether cash or trade