definiens: shall mean, on a Product - by - Product basis, the aggr egate gross sales ( ) amount invoiced by [COMPANY] ( or its Affiliates ) for 1 Products sold on an arms - length basis in the Territ ory, less the following deductions relating to such Product sales : a ) XXXXX percent ( XXXXX % ) of Gross Sales, in respect of prompt pay discoun ts provided by [COMPANY] ( and its Affiliates ) to its customers ; b ) an agreed upon percent per Product as speci fied in Attachment A to this amendment, of Gross Sa les for any adjustments for the reason of price adjustments, promotional payments, billing adjustments, shorta ges, rejected goods and damaged goods . Such percentages shall be estimated within thirty ( 30 ) days before l aunch of each new Product and annually readjusted by [COMPANY], s ubject to approval by [COMPANY], which such approval sh all not be unreasonably withheld, based on market condition s ; c ) charge - backs, prime vendor rebates, adminis trative fee arrangements reimbursements, and simila r payments to wholesalers and other distributors, buy ing groups, health care insurance carriers, pharmac y benefit management companies, health maintenance organizati ons, other institutions or health care organization s or other customers, determined by [COMPANY] on an accrual b asis based on good faith estimates at the time of s ale ; d ) XXXXX percent ( XXXXX % ) of Gross Sales for any state or federal Medicare, Medicaid or similar programs related to rebates or other price reductio ns provided, based on sales by [COMPANY] and its Affilia tes to any governmental or regulatory authority in respect of such state or federal Medicare, Medicaid or similar programs ; e ) XXXXX percent ( XXXXX % ) of Gross Sales, in respect of customer returns ; and f ) XXXXX percent ( XXXXX % ) of Gross Sales, in respect of selling, administr ative and other similar expenses of [COMPANY]