definiens: means the gross sales price of the Product sold by Company, its Affiliates or Sublicensee(s ) ( the ) for the sale of the Product to Third Parties, less:(a ) non - recoverable sales taxes, excise taxes, use taxes, value - added tax, and duties paid by the Selling Party inrelation to the Product and any other equivalent governmental charges imposed upon the importation, use or sale ofthe Product ( excluding taxes when assessed on income derived from sales);(b ) credits and allowances ( actually allowed or paid ) for defective or returned Product, including allowances forspoiled, damaged, out - dated, rejected, returned, withdrawn or recalled Product;(c ) reasonable fees paid to wholesalers, distributors, selling agents ( excluding any sales representatives of aSelling Party ), group purchasing organizations, Third Party payors, other contractees and managed care entities;(d ) reasonable transportation charges relating to the Product, including handling charges and insurance premiumsrelating thereto to the extent included as a separate entry on the invoice for such product ( provided that [ * ] items inthis clause ( d ) shall [ * ] for the relevant period);(e ) retroactive price reductions actually granted to the Third Party applicable to sales of such product;(f ) trade, cash, prompt payment and/or quantity discounts, actually allowed and taken directly by the Third Party, and mandated discounts ; and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, asamended