definiens: means the gross amounts invoiced or pai d to [COMPANY] and its Affiliates and sublicensees b y distributors or customers for Products in the Terri tory, in each case, less the following items, as al locable to the Product ( if not previously deducted from the amount invoiced ) if taken in compliance with GAAP : ( i ) tr ade, quantity or cash discounts, credits or allowances ; ( ii ) credits or allowances reserved for returns, re jections, bad debt or unpaid invoices, rebates or recalls ; ( iii ) allowances for chargebacks and other amounts paid o n sale or dispensing of such Product ; ( iv ) rebates or other p rice reductions provided to any Governmental Author ity in respect of any state or federal Medicare, Medicaid or similar programs ; ( v ) freight, shipping and insu rance charges if stated on and included in the applicable invoice ; ( vi ) tariffs, duties and excise, sales, value - add ed or other taxes ( other than taxes based on income ) charged for the sale, distribution, delivery or use of the Product if stated on and included on the applicable invoice ; and ( vii ) credi ts, chargebacks and prime vendor rebates, fees, rei mbursements, and similar payments actually granted or given to w holesalers, distributors, buying groups, health car e insurance carriers, pharmacy benefit management companies, he alth maintenance organizations, other similar insti tutions or health care organizations or other customers that a re in excess of amounts previously reserved as allo wances at the time of sale