definiens: means, with respect to any Product, the amount billed by a Party, its Affiliates, or any of its sublicensees ( each a ) for sales of such Product in arm ’s length transactions to Third Parties, after deduction ( if not already deducted in the amount invoiced ) of thefollowing items with respect to sales of such Product : ( a)trade, cash, and/or quantity discounts, retroactive price reductions, charge back payments and rebates actually taken and allowed, including discounts or rebates to governmental or managed care organizations ; [ * * * ] Certain information in this document has been excluded pursuant to Regulation S - K, Item 601(b)(10 ) . Such excluded information is notmaterial and would likely cause competitive harm to the registrant if publicly disclosed.(b)credits or allowances given or recorded for rejection or return of previously sold product ( including, without limitation, returns of suchProduct in connection with recalls or withdrawals ) ; ( c)freight out, postage, shipping and insurance charges actually incurred for delivery of such Product ; ( d)any tax, tariff, duty or government charge ( including any tax such as a value added or similar tax or government charge other than anincome tax ) levied on the sale, transportation or delivery of such Product and borne by the seller thereof without reimbursement fromany Third Party ; and ( e)amounts written off by reason of uncollectible debt