definiens: means, with respect to a particular time period, t he total amounts invoiced to Third Parties by [COMPANY], its Affiliates or Sublicensees f or sale or other distribution of Products made duri ng such time period to Third Parties in the Territory, less the following deductions to the extent actually allowed or incurred with respect to such sales : ( a ) sales returns and allowances, including trade, quan tity and cash discounts and any other adjustments, including those granted on account of price adjustments, billing errors, bad debt expense ( i.e., non - payment on an account receivable ) not to exceed an amount equal to [ … * * * … ] percent ( [ … * * * … ] % ) of such total amounts invoiced, rebates, chargebacks, fees, reimbursements or similar payments actually grante d or given to wholesalers or other distributors, buying groups, healthcare insurance carriers or other institutio ns, federal, state, or local government and the agencies, and re imbursers of managed health organizations ; ( b ) credits or allowances actually granted upon damaged goods, rejections, or returns of such Products, including in connection with recalls ; - 11 - FINAL VERSION ( c ) freight, postage, shipping, transportation, and ins urance charges actually allowed or paid for delivery of Products, to the extent billed ; and ( d ) taxes ( other than income or withholding taxes ), dut ies, tariffs, or other governmental charges levied on the sale of such Products to the extent billed, including value - added taxes and annu al fees paid pursuant to the U.S. Affordable Care Act, dated Mar ch 23, 2010 ( as amended ), net of all reimbursements and allowances