definiens: means with respect to a Licensed Product, the gro ss amount invoiced or received by or for the benefit of Partner and its Affiliates and Subli censees ( each of the foregoing, a ) to a Third Party ( including Third Party Distributors ) ( ) in bona fide arm ’s length transactions within the Territory with respect to such Licensed Product, le ss the following deductions, in each case, to the e xtent actually allowed and taken by such Buyers and not o therwise recovered by or reimbursed to Seller in connection with such Licensed Product : ( a ) transportation, shipping, freight, handling, and in surance costs incurred in transporting such Licensed Product to Buyers, to the extent actually incurred and itemized ; ( b ) sales, excise taxes, tariffs, and duties paid by the Seller and any other governmental charg es or taxes imposed specifically upon the sale, transport ation, delivery, use, exportation, or importation of such Licensed Product and actually p aid ; ( c ) usual and customary discounts and rebates actua lly allowed and taken ( including trade, cash and quantity discounts and rebates ) in connection with the sale of such Licensed Product to the extent not attributable to other products of Partner or it s Affiliates ; ( d ) sales returns, allowances, refunds, or credits to such Buyer actually given or other am ounts actually repaid by Seller and not in excess of the selling price of such Licensed Product on account of inefficacy ( in whole or in part ) rejecti on, outdating, recalls, price adjustments, or billing errors of or with respect to such Licensed Product ; ( e ) discounts actually paid under government - legisl ated or Seller- sponsored discount prescription drug programs or other similar coupon or voucher pr ograms ; - 14 - ( f ) rebates, reimbursements, fees, clawbacks, disco unts, charge- backs, or similar payments paid or credited to Third Party Distributors, pharmacies an d other retailers, buying groups ( including group purchasing organizations ), health care insura nce carriers, Third Party payor, administrato r, or contractee, pharmacy benefit management companie s, health maintenance organizations, Governmental Authorities, hospitals, or other insti tutions or health care organizations, to the extent such payments are not attributable to other products of Partne r or its Affiliates or Sublicensees or other services of Partner or its Af filiates or Sublicensees that are unrelated to the sales and distribution of the Licensed Product ; ( g ) bad debt expenses and amounts actually written off as uncollectible ; and ( h ) expenses actually incurred by a Seller [ * ], up to t he lesser of ( i ) [ * ] or ( ii ) [ * ] less any deduction s pursuant to clauses ( a ) through ( g ) above