definiens: means, with respect to any Product, the gross amou nt invoiced by Rhythm, its Affiliates or Sublicensees to unrelated Third Party distributo rs or agents ( in each case, who are not sublicensees ), or end users in the Territory for th e sale or transfer for value of the applicable Prod uct, less deductions for : ( i ) trade, quantity and cash d iscounts and rebates actually given to and taken by customers ; ( ii ) refunds, chargebacks and any other allowances actually paid to or taken by customers, including those granted to managed care entities ; ( iii ) amounts separately and actually credited to customers for Product returns, credits or allowance s ; ( iv ) rebates actually paid or credited to any governmental agency ( or branch thereof ) or to any T hird Party payor, administrator or contractee ( such as those in respect of any state or federal M edicare, Medicaid or similar programs ) ; ( v ) discounts mandated by, or granted to meet the r equirements of, applicable state, provincial or federal law, paid or credited to a wholesaler, purc haser, Third Party or other contractee including required chargebacks and retroactive price reductio ns ; ( vi ) special outbound packing, freight, shippin g insurance and other transportation expenses that ar e separately billed to the customer or prepaid ; ( vii ) sales, value - added, excise and turnover taxes, tariffs and duties, and other taxes directly rela ted to the sale of the Product ( but excluding net income t axes ) ; and ( viii ) the actual amount of any write - of fs for bad debt relating to such sales, provided when paid the amount shall be added to the Net Sales