definiens: means the gross amount invoiced by the Company, its Aﬃliates or Sublicensees on sales or otherdispositions in the Territory of a Product during the Royalty Payment Term to Third Parties that are not Aﬃliates orSublicensees of the Company, less:(a ) normal and customary cash, trade, quantity or prompt settlement discounts ( including chargebacks andallowances ) actually allowed, including any actually granted to trade customers, managed health care organizations, pharmaceutical beneﬁt managers, group purchasing organizations and national, state, or local government, and any otheradjustments, including those granted on account of price adjustments and billing errors, and including any retroactive pricereductions that are actually allowed or granted;(b ) amounts repaid or credited by reason of rejection, returns or recalls of goods, rebates or bona ﬁde pricereductions determined by the Company, its Aﬃliates, or Sublicensees, as applicable, in good faith, and uncollectibleamounts on previously sold Products;(c ) rebates and similar payments made with respect to sales paid for by managed care organizations, hospitals, otherbuying groups or any governmental or regulatory authority including federal or state Medicaid, Medicare or similar stateprogram in the United States or equivalent governmental program in any other country and refunds made in connection withrevenue or cost caps agreed with such organizations or entities;(d ) excise Taxes, customs duties, customs levies and import fees and other Taxes imposed on the sale, importation, use or distribution of the Products, other than such Taxes that are imposed on or with respect to net income ( howeverdenominated);(e ) administrative fees paid to group purchasing organizations, managed care entities or other similar types oforganizations or networks participating in the distribution or sales of the Product;(f ) amounts paid or credited to customers for inventory management services;(g ) that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and AffordableCare Act, Pub . L. No . 111 - 148 ( as amended ) that is reasonably allocated to the sale of Products;(h ) any other similar and customary deductions that are consistent with U.S