definiens: means the gross invoice price of a particular Licensed Product sold or otherwise transferred to a Third Party ( other than an [COMPANY] Entity ) by any [COMPANY] Entity for consideration, reduced by the following amounts, all as calculated in accordance with Accounting Standards, consistently applied : ( a ) discounts ( including trade, quantity and cash discounts ), cash and non -cash coupons, retroactive price reductions, and charge -back payments and rebates granted to any Third Party ( including to governmental authorities, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed care organizations or entities ( and other similar entities and institutions ) ) ; ( b ) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( including Licensed Product returned in connection with recalls or withdrawals ) and amounts written off by reason of debt that is actually uncolle cted ; provided that, if the debt is thereafter paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid ; [ * * * ] Certain information in this document has been excluded pursuant to Regulation S -K, Item 601(b)(10 )