definiens: shall mean, in accordance with Generally Accepted Accounting Principles, the gross price of Licensed Product which is sold, transferred for value or otherwise transferred by [COMPANY] or its Affiliates to independent, third - party customers in connection with bona fide, arms - length transactions or exchange, after deducting, to the extent paid by [COMPANY], if not previously deducted in the amount invoiced or received : ( i ) . quantity and/or cash discounts actually allowed or taken ; Page2of2 ! ( ii ) freight, postage and shipping insurance ( allocated in accordance with [COMPANY] ' standard allocation procedure ) ; ( iii ) customs duties and taxes, if any, directly related to the sale ; ( iv ) amounts repaid or credited by reason of rejections, return of goods, retroactive price reductions specifically identifiable as relating to Licensed Product ; ( v ) amounts incurred resulting from governmental ( or a Regulatory Agency thereof ) mandated rebate programs ; ( vi ) third party rebates and chargebacks related to the sale of Licensed Product to the extent actually allowed ; and ( vii ) as mutually agreed by the parties in writing, any other specifically identifiable amounts included in Licensed Product 's gross sales that were or ultimately will be credited and that are substantially similar to those listed herein above .