definiens: shall mean : ( a ) With respect to any Product, the gross invoiced sales of such Product by a party, its Affiliates, and its sublicensees to unrelated third persons, less the following deductions, to the extent included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by a party, its Affiliates, or its sublicensees with respect to the sale of such Product : ( i ) discounts, credits, rebates, allowances, adjustments, rejections, recalls and returns ; ( ii ) price reductions or rebates imposed by government authorities ; ( iii ) sales, excise, turnover, inventory, value - added, and similar taxes assessed on the royalty - bearing sale of such Product ; ( iv ) transportation, importation, shipping, insurance and other handling expenses directly chargeable to the royalty - bearing sale of such Product ; 6 ( v ) chargebacks granted to drug wholesalers or their customers in the case of sales to drug wholesalers where there are no direct shipments to such customers by the selling party, its Affiliates or its sublicensees ; and ( vi ) the portion of any management fees paid during the relevant time period to group purchasing organizations that relate specifically to the royalty­bearing sale of such Product to such organizations, provided that such management fees shall not exceed five percent ( 1 % ) of the applicable gross invoiced sales of such Product