definiens: means, subject to paragraph 3.1(c ), the gross amount paid to and received by Licensee as consideration forthe sale by Licensee of Licensed Product in an arms length transaction to any third party that is not an Affiliate, less thefollowing deductions : ( a ) . credits actually given for rejected, defective, recalled, or returned Licensed Product or because of charge backs, refunds, rebates, or retroactive price reductions ; ( b ) . freight and insurance costs and any other outbound transportation charges, if separately stated on the invoice orpurchase order or other document of sale paid by the customer ; ( c ) . excise taxes and customs duties included in the invoiced amount ; ( d ) . other taxes ( including but not limited to tariffs, duties, excises, sales, value added, consumption or other taxes)imposed and paid in connection with the production, sale, use, or delivery of Licensed Products ( consistent withindustry practice ) ; and ( e ) . customary cash discounts, rebates or charge backs actually granted, allowed, taken or incurred in connection withthe sale of such Licensed Product, or granted or given to or imposed by governmental authorities and managed caresystems ( that is, systems that integrate the financing and delivery of healthcare services to covered members, including but not limited to, pharmacy benefit managers ( PBMs ), prescription drug plans ( PDPs ), health maintenanceorganizations ( HMOs ), preferred provider organizations ( PPOs ), independent practice associations ( IPAs ) and othersimilar healthcare organizations ), wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health careorganizations ( including, without limitation, any payments in respect of sales to any governmental authorities orwith respect to any government - subsidized program or managed care organization and any discounts and rebates forany program for the benefit of low income, uninsured or other patients who receive the opportunity to receiveLicensed Products at discounted prices )