definiens: shall mean the gross amount billed or invoiced by Columbia or an Affiliate or any licensee or sublicensee ( or other transferee ), or on behalf of or for the benefit of Columbia or an Affiliate or any licensee or sublicensee ( or other transferee ), for sales of the Product, to a third party in the Territory, less the following items, but only to the extent such items are included in such gross amount and without duplication : ( i ) discounts, including cash and quantity discounts, charge - back payments, refimds and rebates granted to managed health care organizations or similar organizations or to federal, state and local governments ( including, without limitation, Medicaid rebates ), their agencies, and purchasers and reimbursers or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups ; # Exhibit 10.40 Striant Royalty Agreement 3 CF1 - 00231616 ( ii ) actual credits or allowances resulting from customer claims, damaged goods, rejections or returns of the Product, including recalls, regardless of the party requesting such ; ( iii ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of the Product, to the extent billed ; ( iv ) taxes, duties or other govemmental charges levied on, absorbed or otherwise imposed on sale of the Product, including without limitation value - added taxes, or other govemmental charges otherwise measured by the billing, when included in billing, as adjusted for rebates, charge - backs and refunds, but not including income or similar taxes ; and ( v ) actual write - offs of uncollectible customer accounts for recorded sales, provided that ( x ) any subsequent collection of such uncollectible accounts shall be restored as Net Sales at the time of collection and ( y ) Columbia shall follow commercially reasonable practices of collecting and otherwise administering such accounts