definiens: means, on a Product - by - Product basis, the amount of gross sales of applicable Product invoiced by the [COMPANY] Group to independent Third Parties, less the following deductions : returns [ and return reserves ( including allowances actually given for spoiled, damaged, outdated, rejected, returned Product sold, withdrawals and recalls ), rebates ( price reductions, rebates to social and welfare systems, reasonable charge backs, reasonable reserves for chargebacks, cash discounts, government mandated rebates and similar types of rebates ( e.g., P.P.R.S., Medicaid ) ), volume ( quantity ) discounts, taxes ( value added or sales taxes, government mandated exceptional taxes and other taxes directly imposed upon and paid with respect to such Product sales, excluding any taxes on income ) ] ; in each case, only to the extent such deductions are applied in accordance with applicable Accounting Standards, are actually incurred, are included in the amount of gross sales invoiced and separately identified on the invoice or other documentation maintained in the ordinary course of business and are not otherwise recovered by or reimbursed to the [COMPANY] Group . Notwithstanding the foregoing, amounts received by the [COMPANY] Group for the sale of Products among members of the [COMPANY] Group for resale shall not be included in the computation of Adjusted Gross Sales ; provided, however, that if and when such Product is resold to Third Parties, amounts for any such sales shall be included in Adjusted Gross Sales . A shall include any transfer or other disposition for consideration, and Adjusted Gross Sales shall include the fair market value of all consideration received by the [COMPANY] Group in respect of any sale of a Product, whether such consideration is in cash payment, in kind, exchange for value or another form . [COMPANY] will use [ its standard accounting practices ] to reconcile amounts included and/or deducted in Adjusted Gross Sales for a particular Product on [ an annual ] basis and credit or debit Adjusted Gross Sales accordingly