definiens: shall mean the gross invoice price for the applicable Product sold by or under the authority ofXanodyne or its Affiliates ( each, a ), less reasonable and customary deductions allowed to a Third Partycustomer by the Selling Party, to the extent actually taken by such Third Party customer, on such sales for : ( a ) trade, quantity and cash discounts and allowances ; ( b ) credits, rebates ( including those rebates under the Medical Prescription Drug Rebate and ImprovedAccess to Medicines requirements of the Omnibus Budget Reconciliation Act of 1990 and comparable federal andstate requirements, as of the Effective Date or hereafter in effect ) and charge backs or equivalents thereof ( includingthose to managed care entities and national, state, and local government agencies ) and allowances to the customeron account of rejection or returns of such Product ( including wholesaler and retailer returns ), or on account ofretroactive price reductions affecting such Product or errors related to incorrect billing ; * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED