definiens: means, with respect to any period, the Gross Sales of the Product, less the following deductions to the extentincluded in the gross invoiced sales price for the Product or otherwise directly paid or incurred by [COMPANY], its permittedAffiliates and its permitted sublicensees with respect to the sale of the Product and not otherwise recoverable by the payingparty : ( a ) trade, quantity, or cash discounts, chargebacks, returns, allowances or rebates to the extent ( i ) customary to theindustry in the Territory or applied by [COMPANY] to its own proprietary products of a similar market potential and stage oflifecycle and ( ii ) actually allowed, given or accrued in the ordinary course of trading ( including, but not limited to, cash, governmental and managed care rebates, hospital or other buying group chargebacks ) ; ( b ) adjustments, rejections, recalls andreturns to the extent made in the ordinary course of trading, to the extent the customer has been credited the original salesprice or a portion thereof ; ( c ) sales, excise, turnover, inventory, value - added, customs duties and similar taxes andgovernmental charges assessed on the sale of the Product ; ( d ) the portion of any management fees paid during the relevanttime period to group purchasing organizations that relate specifically to the sale of such Product to such organizations, ( e)service fees paid or allowances conceded to wholesalers pursuant to Distribution Services Agreements or similar contracts byand between [COMPANY] and wholesalers for logistic and other services such as, without limitation, stock - keeping ; ( f ) [ * * ] ; ( g ) [ * * ] ; ( h ) always provided that any deductions made outside the orderly course of business such as, without limitation, rebatesgranted by means of product bundling and selling Products in combination with other products of [COMPANY] ( so - calledpackage deals ), shall not be considered ; and ( i ) always provided that the items referred to in ( a ) to ( e ) above shall bedetermined pursuant to GAAP