definiens: means ( a ) with respect to a Product ( subject to subsections ( b ) and ( c ) below ), the amount received by a Party or its Affiliate or a Third Par ty sublicensee for sales of such Product, to Third Parties, less ( i ) actual bad debts related to such Product and ( ii ) s ales returns and allowances actually paid, granted or accrued, including, without limitation, trade, quantity and cash discounts and any other adjustments, including, but not limited to, those granted on account of price adjus tments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebate s, reimbursements or similar payments granted or gi ven to wholesalers or other distributors, buying groups, h ealth care insurance carriers or other institutions, adjustments arising from consumer discount programs, including without limitation [COMPANY] Pfriends or similar progr ams, customs or excise duties, sales tax, consumption ta x, value added tax, and other taxes ( except income taxes ) or duties relating to sales, and any payment in respec t of sales to the United States government, any Sta te government or any foreign government, or to any gov ernmental or regulatory authority, or with respect to any government - subsidized program or managed care organ ization, and freight and insurance ( to the extent t hat [COMPANY] bears the cost of freight and insurance for a Product ) ; and ( b ) in the case of Combination Products, ( i ) if [COMPANY] and/or its Affiliates and/or any Third Pa rty separately sells in such country during such year when it sells such Combina tion Product both ( 1 ) one or more Products as a sin gle chemical entity and ( 2 ) other products containing a ctive ingredient(s ) as a single entity that are als o contained in such Combination Product, the Net Sales attributabl e to such Combination Product during such year shal l be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/(A+B ) where : A is [COMPANY] ’s ( or its Affiliates or Third Parties, as ap plicable ) average Net Sales price per daily dose du ring such year for each Product in such Combination Product in suc h country and B is the sum of the average of [COMPANY] ’s ( or its Affiliates or Third Parties, as applicable ) Net Sal es price per daily dose during such year [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE S ECURITIES EXCHANGE ACT OF 1934, AS AMENDED