definiens: means, with respect to [ * ], the total gross amount invoiced or otherwise received by Parent, its Affiliates, orany Milestone Obligor for sales of [ * ] to an unrelated third party anywhere in the world less deductions allowed to such thirdparty relating to such sales of [ * ], to the extent reasonable, customary, and consistent with Parent ’s, its Affiliate ’s or MilestoneObligor ’s accounting policies for external reporting purposes for:(a ) freight, postage and duties, and transportation charges relating to [ * ] ( including handling and insurance thereto)separately identified on the invoice or other documentation maintained in the ordinary course of business;(b ) sales and excise taxes or customs duties paid by the selling party and any other similar governmental chargesimposed upon the sale of [ * ] separately identified on the invoice or other documentation maintained in the ordinary course ofbusiness and not recovered or recoverable;(c ) trade, quantity and cash discounts in connection with the sale of [ * ] ; ( d ) allowances, chargebacks or credits to such third party not in excess of the selling price of [ * ], on account of delay, rejection, outdating, recalls or return of [ * ] or retroactive price reductions that are actually allowed or granted ; and(e ) rebates, reimbursements, fees or similar payments to ( i ) wholesalers and other distributors, pharmacies and otherretailers, buying groups ( including group purchasing organizations ), health care insurance carriers, pharmacy benefitmanagement companies, health maintenance organizations, Governmental Entities, or other institutions or health careorganizations ; or ( ii ) patients and other third parties arising in connection with any program applicable to [ * ] under whichParent or its Affiliates or any Milestone Obligor provides to low income, uninsured or other patients the opportunity to obtain [ * ] at a price less than the manufacturing cost of [ * ]