definiens: means gross sales of the Product ( as set forth on the invoice for such Product ) in the Territory for use in the Territory in a given Sales Year ( ), Sales Quarter ( ) or such other time period by [COMPANY], any [COMPANY] Affiliate or any [COMPANY] licensee, to unrelated third parties, in arm 's length transactions, including but not limited to, pharmaceutical wholesalers, pharmacies, hospitals or dispensing physicians, less any of the following charges or expenses that are incurred in connection with gross sales of the Product during the Tenn : ( i ) discounts, including cash discounts, customary trade allowances or rebates actually taken or allowed, governmental rebates, charge - backs, and group purchasing management fees for fonnulary access ; ( ii ) credits or allowances given or made for rejection, recall or return ( including return reserves ) of previously sold Product actually taken or allowed ; ( iii ) any tax or government charge ( including any tax such as a value added or similar tax or government charge ) to the extent it appears on Product invoices ( other than an income tax levied on the sale, transportation or delivery of Product ) ; and ( iv ) freight, insurance and duties on shipments of Product