definiens: means : ( a ) with respect to a Product that is not a Combination Product, the gross receipts from sales by [COMPANY] and its Affiliates and Sublicensees of such Product to Third Parties in the Territory that is recorded as revenue by [COMPANY] or its Affiliate or Sublicensee according to such Person ’s revenue recognition policies consistently applied, less in each case, to the extent actually incurred or allowed with respect to such Product, ( i ) bad debts actually incurred, ( ii ) sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts and any other adjustments, including those granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers, chain pharmacies, mass merchandisers, staff model HMO ’s, pharmacy benefit managers or other institutions, ( iii ) adjustments arising from consumer discount programs or other similar programs, ( iv ) customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxes ) or duties relating to sales of such Product, ( v ) any payment in respect of sales of such Product to the United States government, any state government or any foreign government, or to any other Governmental Authority, or with respect to any government - subsidized program or managed care organization, and ( vi ) freight and insurance ( to the extent that [COMPANY], its Affiliates or its Sublicensees bear the cost of freight and insurance for the Product ) ; and ( b ) with respect to sales in a particular country and [COMPANY] Quarter of a product containing a Product and one or more other therapeutically active ingredients, [ * ] ( each a ), the percentage of the Net Sales in such country of such Combination Product ( as determined in accordance with clause ( a ) ) that is calculated as follows : ( i)if the Product and other therapeutically active ingredient(s ) of such Combination Product are each sold separately in suc h country during such [COMPANY] Quarter, the fraction A/(A+B ), where A is the average sale price of the Product as sold separately in such country and [COMPANY] Quarter and B is the average sale price of the other therapeutically act i ve ingredient(s ) in the Combination Product as sol d separately in such country and [COMPANY] Quarter ; 10 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange C ommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended