definiens: shall mean, with respect to the [COMPANY] Products or [COMPANY] AG Products, [ the gross amount invoiced by [COMPANY] and its Affiliates from the sale of the [COMPANY] Products or [COMPANY] AG Products to independent third parties in the Territory, less the following deductions relating to such sales, all determined in accordance with [COMPANY] 's standard practices for other pharmaceutical products, consistently applied ] : 1 . [ 2 % of gross sales for cash discounts ] ; 2 . [ reasonable estimates for chargebacks, rebates, administrative fee arrangement and similar price concessions offered to wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, other institutions or health care organizations or other customers directly related to the sale of the [COMPANY] Products or [COMPANY] AG Products ] ; 3 . [ reasonable estimates for customer returns of the [COMPANY] Products or [COMPANY] AG Products ( including as a result of recalls ] ; 4 . [ reasonable estimates for rebates or other price reductions provided, based on sales of the [COMPANY] Products or [COMPANY] AG Products to any governmental or regulatory authority in respect of state or federal Medicare, Medicaid or similar programs ] ; 4 5 . [ actual amounts paid for billing adjustments, price or shelf stock adjustments, or other promotional allowances ] ; and 6 . [ 2 % of gross sales to cover operating expenses for such as warehousing, shipping, distribution, bad debt, freight, packing, shipping and transportation, all of the above to be calculated and/or recorded in accordance with GAAP )