definiens: means the aggregate gross invoiced sales prices from sales of Company Products sold or otherwise disposed of bythe Buyer, its Affiliates and Rights Transferees ( each a ) to any and all Third Party purchasers after deducting, if notpreviously deducted from the amount invoiced, the following items : 13(a ) sales returns and allowances actually paid, granted or accrued on the Company Product, including trade quantity, prompt payand cash discounts and adjustments, granted on account of price adjustments or billing errors;(b ) credits or allowances given or made for rejection, recall, return or wastage replacement of, and for uncollectible amounts(such uncollectible amounts not to exceed three percent ( 3 % ) of the Net Sales of the Company Product in the applicable calendar quarter)on, Company Products or for rebates or retroactive price reductions;(c ) discounts, price reductions, reimbursements, discounts, rebates and chargeback payments granted to managed health careorganizations, wholesalers, distributors, pharmacies and other retailers, group purchasing organizations or other buying groups, healthmaintenance organizations, health insurance providers, patient assistance or similar programs, pharmacy benefit managers ( or equivalentsthereof ), wholesalers, distributors, national, state / provincial, local, and other governments, their agencies and purchasers and reimbursers, orto trade customers ( including Medicare, Medicaid, managed care and similar types of rebates and chargebacks);(d ) costs of outbound freight, insurance, and other transportation charges to the extent separately invoiced to the customer andincluded in gross amounts invoiced;(e ) taxes, duties or other governmental charges ( including any tax such as a value added or similar tax, other than any taxesbased on income ) relating to the sale of such Company Product, as adjusted for rebates and refunds, including pharmaceutical excise taxes;(f ) the portion of administrative or management fees paid during the relevant time period to group purchasing organizations, warehousing chains or pharmaceutical benefit managers relating to such Company Product;(g ) that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Actthat the Selling Party allocates to sales of the Company Products in accordance with the Selling Party ’s standard policies and proceduresconsistently applied across its products ; and(h ) any other deductions from amounts invoiced for sales of Company Products not otherwise itemized above but which arehereinafter consistently applied as a reduction to reported revenue across the Selling Party ’s products as a result of ( and as required by ) achange in GAAP after the date hereof