definiens: means(a ) with respect to a Product ( subject to subsections ( b ) and ( c ) below ), the amount received by a Party or its Affiliateor a Third Party sublicensee for sales of such Product to Third Parties, excluding reasonable sales returns, allowances andrebates actually paid, granted or accrued, including, without limitation, trade, quantity and cash discounts and any otherreasonable adjustments actually allowed, including, but not limited to, those granted on account of price adjustments(including retroactive price adjustments ), billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, pharmacy benefit management companies, health maintenanceorganizations or other health care organizations, or any governmental or regulatory authority or agency ( including theirpurchasers and/or reimbursers ), adjustments arising from consumer discount programs, customs or excise duties, tariffs, salestax, consumption tax, value added tax, and other taxes ( except income taxes ) or duties relating to sales, and similar paymentsrespect to the United States government, any state government, any local government, or any foreign government, or to anygovernmental or regulatory authority in respect of sales, and freight, handling, and insurance ; and(b ) in the case of Combination Products,(i ) if a Party and/or its Affiliate and/or any Third Party sublicensee of either of the foregoing separately sellsin such country during such year when it sells such Combination Product both ( 1 ) one or more Products containing solely oneparticular active pharmaceutical ingredient and ( 2 ) products containing other pharmaceutically active ingredient(s ) that arealso contained in such Combination Product, the Net Sales attributable to such Combination Product during such year shall becalculated by multiplying actual Net Sales of such Combination Product by the fraction A/(A+B ) where : A is such Party ’s ( orits Affiliate ’s or Third Party sublicensee ’s, as applicable ) average Net Sales price per daily dose during such year for eachProduct(s ) in such Combination Product in such country and B is the sum of the average of such Party ’s ( or its Affiliate ’s orThird Party sublicensee ’s, as applicable ) net sales price per daily dose during such year in such country, for each product(s)containing the other pharmaceutically active ingredient(s ) in such Combination Product ( other than the Product);(ii ) if a Party and/or its Affiliate and/or any Third Party sublicensee of either of the foregoing separately sells, in such country during such year when it sells such Combination Product, one or more Products containing solely oneparticular active pharmaceutical ingredient entity but do not separately sell, in such country, other products containing theother active ingredient(s ) that are also contained in such Combination Product, the Net Sales attributable to such CombinationProduct [ * ] Confidential treatment requested ; certain information omitted and filed separately with the SEC