definiens: means the gross amounts invoiced by Mist or its Affiliates or licensees or sublicensees for sales of Product in the TelTitory . less tile following reasonable deduction s to the extent included in the gross invoiced sales price fdr Product or otherwise directly paid, allowed, accrued . or inculTed by Mist or its Affiliates or Ifensees or sublicensees With respect to the sale of Product ( if not previously deducted from the amount invoiced ): ( i ) normal and cLJstomary trade discounts, credits or allowances actually given ; ( ii ) credits or allowances additionally granted upon returns, rejections, rebates or recalls ( except where any such recall arises out of the gross negligence, willful misconduc t or fraud of the selling party ) ; ( iii ) charge backs and other amounts paid on sale or dispensing of Product including wholesaler fees and amounts payable pursuant to any Inventory Managemen t Agreements ; ( iv ) di ' counts pursuant to patient discount programs ; ( v ) government mandated re.bate.s ; ( vi ) reasonable and DB 1/63912769.1 3 customary freight, shipping and insurance charges ( if ( lctually borne by Mist or its Affiliates without reimbursement from any Third Pany ) ; ( vii ) tariffs . duties and cxcise, sales . value - added or other taxes ( other than taxes based on income ) directly related to the sale and ( viii ) such other similar deductions allowed by GAAP