definiens: shall mean, for any period, the gross amounts invoiced for sales of the Product by Licensee, itsAffiliates and sublicensees ( or any of them ), to Third Parties ( but not including sales relating to transactions betweenLicensee, its Affiliates and their respective sublicensees ), less the total of the following deductions which shall bedirectly related to such sale of the Product : ( a ) direct or indirect credits and allowances or adjustments ( consistent with United States generallyaccepted accounting principles, to the extent applicable ) granted to such customers on account ofprice adjustments, government or other rebates ( e.g. Medicare, Medicaid, pharmacy, insurancecarrier, hospital or health maintenance organization rebates ), whether or not in connection withpromotion or formulary inclusion, rejections, rejections or returns in respect of the Product previouslysold ; ( b ) any trade, volume and cash discounts ( including any discounts for prompt payment ), rebates, indigent patient programs and charge - backs granted to customers where there are direct shipmentsby Licensee, its Affiliates and/or its sublicensee to such customers, and management fees paidduring the relevant time period to group purchasing organizations ; and ( c ) any sales or other like taxes imposed upon the sale of the Product to the extent included in the grosssales price ( e.g. Value Added Tax ) ; ( d ) any freight, postage and transit insurance costs ; and ( e ) any other specifically identifiable amounts included in Product gross invoice amount that should becredited for reasons substantially similar to those set forth above