definiens: means, with respect to any Product, the amount billed by [COMPANY], an Affiliate of [COMPANY], or anypermitted Licensee for sales of such Product in arm ’s length transactions to Third Parties, after deduction ( if notalready deducted in the amount invoiced ) of the following items with respect to sales of such Product:(a ) trade, cash, and/or quantity discounts, retroactive price reductions, charge - back payments andrebates actually taken and allowed, including discounts or rebates to governmental or managed careorganizations;56(b ) credits or allowances given or recorded for rejection or return of previously sold Product ( including, without limitation, returns of Product in connection with recalls or withdrawals);(c ) freight out, postage, shipping and insurance charges actually incurred for delivery of such Product;(d ) any tax, tariff, duty or government charge ( including any tax such as a value added or similar tax orgovernment charge other than an income tax ) levied on the sale, transportation or delivery of a Product andborne by the seller thereof without reimbursement from any Third Party ; and(e ) amounts written off by reason of uncollectible debt