definiens: means the total gross sales of the Product ( as set forth on the invoice for such Product ) by [COMPANY] and permitted Sublicensees ( as defined in Article 2.5(a ) below ), Third Parties in the given calendar quarter or year, plus, if applicable, the fair market value of all properties and services received in consideration of a sale of Product by [COMPANY] and permitted Sublicensees to Third Parties during such calendar quarter or year, less the following deductions directly paid or incurred by [COMPANY] or its permitted Sublicensees with respect to the sale of the Product in such calendar quarter or year : ( i ) with respect to the U.S. Territory, standard, percentage -based discounts, credits, rebates, including [COMPANY] 's standard cash terms and returned goods, as well as rejections, recalls, bad debt write -offs, returns and retroactive price reductions in lieu of returns, and other discounts, cre dits, rebates ( including but not limited to Medicare/ 1 < PAGE > Medicaid Rebates ), adjustments, allowances and management fees to group purchasing organizations and wholesaler fees ; and ( ii ) ( A ) chargebacks granted to drug wholesalers and ( B ) to the extent imposed by government authorities, retroactive rebates or other rebates