definiens: means : ( a ) with respect to a Product that is not a Combination Product, the gross amount invoiced by [COMPANY], its Affiliates and its sublicensees on sales of such Product to third parties, less ( i ) bad debts related to such Product and ( ii ) sales returns and allowances actually paid, granted or accrued with respect to invoiced amounts, including trade, quantity and cash discounts and any other adjustments, including, those granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, adjustments arising from consumer discount programs or other similar programs, customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxes ) or duties relating to sales, and including allowances, discounts, adjustments, rebates, reimbursements and similar payments in respect of sales to the United States government, any state government or any foreign government, or to any other governmental authority, or with respect to any government - subsidized program or managed care organization, and ( iii ) freight and shipping insurance ( to the extent that [COMPANY] bears the cost of freight and shipping insurance for a Product ) ; and ( b ) with respect to a Combination Product, ( x ) if [COMPANY] and/or its Affiliates and/or USIDOCS 6390602v4 any third party separately sells in such country during such year when it sells such