definiens: shall mean, with respect to any Prodllct . the gross amounts invoiced for salcs or other dispositio ns of such Product by or on behalf of Partner or its Sublicensee s, as applicable . to Third Parties ( otber than Sublicensees ) less the following deductions to tbe extt : nt included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by Partner or its Sublicensees, as applicable, with respect to the sale or other disposition of such Product ; 6 . EXEClFJ ' ION COI'V ( II ) nonnal and customary tnIdc and qLWItity discount5 actually allowed and properly taken dilttlly with respect to sales of such ProdIlCl ( proyided that such discoonlli Il/'e not applied disptOpottionatcly to such ProdIlCl when compared to the other products of Partner or its Subliccn!;CC . as applicable ) ; ( b ) credits or allowances given or made for rejection of or return of preYiously sold Producu ; or for retroactive pricc reductions lind billing elTQrli ; ( e ) rebates and chargeback payments granted to managed health care organizations . pharmllCy bcocfit managers ( or equivalents thereof ), notional, stateJproYincial, local, and other govcmrnenlS, their agencies and purchasers and reimbursers, or to trade customers ; ( d ) cow ; of freight, insurlmce . and other trllnspoi1l1tion charges dirtttly related to the distribut ion of such Product ; ( d tlUes . duties or other governme ntal charges ( incltoding any tax such as a value added or simitar tax . other than any taxes based on income ) leYied on or measured by the billing IUlJ()UIlI for such Product . as adjusted for rebalC$ and refunds : and ( n an allowance of up to Ihrec percent ( 3 % ) for bad debts consistently applied in IICcordancc with GAAP