definiens: means with respect to any Product, the gross amount recognized by HGS, anyAffiliate, or sublicensee for sales of such Product to a Third Party less deductions, to the extent reasonable, customary, and consistent with HGS ’ business practices, for : ( a ) transportation charges, and other charges, such as insurance, relating thereto ; ( b ) sales and excise taxes or customs duties paid by the selling party and any othergovernmental charges imposed upon the sale of such Product and actually paid ; ( c ) discounts and chargebacks actually accrued, granted, allowed or incurred in connectionwith the sale of such Product ; ( d ) allowances or credits to customers actually accrued, granted, allowed or incurred andnot in excess of the selling price of such Product, on account of rejection, outdating, recalls or return ofsuch Product ; and ( e ) rebates, reimbursements, fees or similar payments to or accruals for ( i ) wholesalers andother distributors, pharmacies and other retailers, buying groups ( including group purchasing organizations),health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, Governmental Authorities, or other institutions or health care organizations ; or ( ii ) to patients and other ThirdParties arising in connection with any program applicable to a Product under which HGS or its Affiliatesprovides to low income, uninsured or other patients the opportunity to obtain HGS ’ pharmaceutical productsat reduced cost