definiens: means, with respect to a certain period of time, the aggregate of the gross invoicedsales prices for the Product sold or transferred for value by or for [COMPANY], its Aﬃliates or sublicensees ( including, for clarity, any Sublicense Income ) in arms - length transactions to unaﬃliated Third Parties for the [COMPANY] Territory ( but not includingsales relating to transactions between [COMPANY] or its Aﬃliates and agents ( including [COMPANY] ’s sublicensees ) ) during such timeperiod, less the total of the following charges or expenses as determined in accordance with GAAP and each to the extentnot already deducted when calculating Manufacturing Actual Costs ( regardless of the period in which such amounts areincurred or paid ) and not included as part of the applicable Party ’s Global Development Cost or Commercialization andRelated Costs:(a)trade, cash, prompt payment and/or quantity discounts;(b)returns, allowances, rebates, chargebacks and fees paid on a bona ﬁde arm ’s length basis or paymentsto government agencies, including any amounts imposed or due under Section 9008 of the U.S. Patient Protectionand Affordable Care Act of 2010 ( Pub . L. No . 111 - 48);(c)retroactive price reductions applicable to sales of the Product;(d)fees paid to distributors, wholesalers, selling agents ( excluding any sales representatives of a Party orany of its Affiliates ), group purchasing organizations and managed care entities on a bona fide arm ’s length basis;(e)credits or allowances for product replacement, whether cash or trade;20(f)non - recovered Indirect Taxes ( such as VAT or its equivalent ) and excise taxes, other consumptiontaxes, customs duties and compulsory payments to governmental authorities and any other governmental chargesimposed upon the sale of such Product to Third Parties;(g ) [ * * * ] included in the gross invoiced sales price ; and(h ) [ * * * ] percent [ * * * ] of gross sales to cover items such as bad debt, freight or other transportation charges, insurances charges, additional special packaging, and other governmental charges