definiens: means, with respect to a certain time period and Product, the gross invoiced sales prices charged for a Product ( after Marketing Approval of such Product ) sold by or for the Paying Party, its Affiliates and Sublicensees ( the ) in arm ’s length transactions to Third Parties ( but not including sales relating to transactions between the Paying Party, its Affiliates, and/or their respective Sublicensees and agents ) during such t ime period, less the total of the following charges or expenses, as determined in accordance with GAAP, consistently applied across all products sold by the Paying Party : a. Trade, cash, prompt payment and/or quantity discounts, including promotional, service or similar discounts ; b. Returns, allowances, rebates, chargebacks, other allowances, or payments to government agencies, including any amounts that are imposed or are due under Section 9008 of the U.S. Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 -48 ) and are reasonably allocable to such Product ; c. Retroactive price reductions applicable to sales of such Product ; d. Fees paid to distributors, selling agents ( excluding any sales representatives of a Selling Party ), group purchasi ng organizations and managed care entities ; e. Credits or allowances for product replacement, whether cash or trade ; f. Non -recoverable sales taxes, excise taxes, tariffs and duties ( excluding taxes when assessed on income derived from sales ) ; and g. [ * * * ] of gross sales to cover items such as bad debt, freight or other transportation charges, insurance charges, additional special packaging, and other governmental charges