definiens: means the gross amount invoiced of a Product sold by or on behalf of Takeda, itsAffiliates, or its Sublicensees, less the following deductions provided by Takeda, its Affiliates or its Sublicensees toany Third Party, to the extent reasonable and customary and actually allowed and incurred with respect to such sales : ( a ) cash, trade or quantity discounts, charge - back payments, and rebates actually granted totrade customers, managed health care organizations, pharmaceutical benefit managers, group purchasingorganizations and national, state, or local governments ; ( b ) discounts provided in connection with coupon, voucher or similar patient programs ; ( c ) credits and allowances actually granted upon damaged goods, rejections, or returns of suchProducts, including in connection with recalls and the actual amount of any write - offs for bad debt ( provided thatamounts subsequently recovered will be treated as Net Sales ) ; * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION