definiens: means, with respect to each Product, the gross amount invoiced, billed or otherwise recorded for sales of such Product anywherein the world by or on behalf of the Seller, its Affiliates, any Distributor, or any Licensee of the Seller or any of the Seller ’s Affiliates ( each of theforegoing Persons, for purposes of this definition, shall be considered a ) to a Third Party in an arms - length transaction ( ) less the following amounts, to the extent actually incurred or accrued in accordance with generally accepted accounting principles consistentlyapplied, and not reimbursed by such Third Party, provided, that any given amount may be taken as a permitted deduction only once : ( a ) reasonable and customary rebates, chargebacks, quantity, trade and similar discounts, credits and allowances and otherprice reductions reasonably granted, allowed, incurred or paid in so far as they are applied to sales of a Product ; ( b ) discounts ( including cash, quantity, trade, governmental, and similar discounts ), coupons, retroactive price reductions, charge back payments and rebates granted to managed care organizations or to federal, state and local governments, or to theiragencies ( including payments made under the new and the specific to the Product ), in each case, as applied to sales of the Product and actually given to customers ; ( c ) reasonable and customary credits, adjustments, and allowances, including those granted on account of price adjustments, billing errors, and damage, Product otherwise not in saleable condition, and rejection, return or recall of a Product ; ( d ) reasonable and customary freight and insurance costs incurred with respect to the shipment of a Product to customers, ineach case if charged separately and invoiced to the customer ; ( e ) customs duties, surcharges and other similar governmental charges incurred in connection with the exportation orimportation of a Product to the extent included in the gross amount invoiced ; ( f ) sales, use, value - added, excise, turnover, inventory and other similar Taxes ( excluding income Taxes ), and that portion ofannual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) andany other fee imposed by any equivalent applicable law, in each of the foregoing cases, that Seller allocates to sales of a Product inaccordance with Seller ’s standard policies and procedures consistently applied across its products, as adjusted for rebates and refunds, imposed in connection with the sales of the Product to any Third Party, to the extent such Taxes are not paid by the Third Party ; 11 ( g ) actual copayment waiver amounts uncollected or uncollectible debt amounts with respect to sales of a Product, providedthat if the debt is thereafter paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid ; ( h ) reasonable, customary and documented out of pocket amounts directly relating to co - pay programs, bridging programs orother similar patient assistance programs which may be implemented from time to time by the Seller ; and ( i ) other similar or customary deductions taken in the ordinary course of business as permitted in calculating net sales or netrevenue ( as applicable ) under generally accepted accounting principles consistently applied