definiens: shall mean the gross amounts invoiced for sales ( or other transfers ) of Products by [COMPANY] and/or its Sublicensees to Third Parties, less deductions, charges and/or credits ( which shall be itemized or otherwise reasonably identified as follows : ( i ) reasonable trade . cash and quantity discounts or rebates . if any, actually allowed or paid . ( ii ) credits or allowances actually given or made for rejection or return of previously sold products or for retroactive price reductions ( including Medicaid, Medicare, government . commercial and similar types of rebates ) . ( iii ) taxes . duties or other governmental charges levied on or measured by the billing amount ( excluding income and franchise taxes ), as adjusted for rebates and refunds and . ( iv ) charges actually incurred for freight and insurance directly related to the distribution of the Product in final form to Third Party customers ( excluding amounts reimbursed by Third Party customers ), and ( v ) reasonable credits or allowances actually given or made for wastage replacement ( except where any such wastage arises out of the negligence or willful misconduct of [COMPANY] and/or its Sublicensees ) . Other deductions . charges and/or credits customary in the trade may be allowed upon mutual written agreement between the Parties