definiens: means, with respect to any Product, the gross sales price of such Product sold by Company, itsAffiliates or Sublicensee(s ) ( the ) for the sale of such Product to Third Parties, less:(a ) non - recoverable sales taxes, excise taxes, use taxes, value - added tax, and duties paid by the Selling Party inrelation to Product(s ) and any other equivalent governmental charges imposed upon the importation, use or sale ofProduct(s ) ( excluding taxes when assessed on income derived from sales);(b ) credits and allowances ( actually allowed or paid ) for defective or returned Product(s ), including allowances forspoiled, damaged, out - dated, rejected, returned, withdrawn or recalled Product(s);(c ) reasonable fees paid to wholesalers, distributors, selling agents ( excluding any sales representatives of aSelling Party ), group purchasing organizations, Third Party payors, other contractees and managed care entities;(d ) reasonable transportation charges relating to Product(s ), including handling charges and insurance premiumsrelating thereto to the extent included as a separate entry on the invoice for such product ( provided that [ * ] items inthis clause ( d ) shall [ * ] for the relevant period);(e ) retroactive price reductions actually granted to the Third Party applicable to sales of such product;(f ) trade, cash, prompt payment and/or quantity discounts, actually allowed and taken directly by the Third Party, and mandated discounts ; and(g ) refunds, rebates, chargebacks and other allowances or payments to Governmental Authorities