definiens: means, with respect to a Licensed Product for any period, the total amount billed or invoiced on sales of such Licensed Product during such period by Gamma, its Affiliates, or Sublicensees in the Territory to Third Parties ( such Third Parties including w holesalers or Distributors ), in bona fide arm ’s length transactions, less the following deductions, in each case related specifically to the Licensed Product and actually allowed and taken by such Third Parties and not otherwise recovered by or reimbursed to Gamma, its Affiliates, or Sublicensees : ( a ) trade, cash and quantity discounts ; ( b ) price reductions or rebates, retroactive or otherwise, imposed by, negotiated with or otherwise paid to governmental authorities or other payees ; ( c ) taxes on sales ( such as sales, value added, or use taxes ) to the extent added to the sale price and set forth separately as such in the total amount invoiced ; ( d ) amounts repaid or credited by reason of rejections, defects, return goods allowance, rec alls or returns, or because of retroactive price reductions, including rebates or wholesaler charge backs ; ( e ) the portion of administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers or similar entities or Medicare Prescription Drug Plans relating to such Licensed Product ; CONFIDENTIAL -12- * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatment request