definiens: means the gross amount billed or invoiced by or for the benefit of BMSand its Affiliates, licensees and sublicensees ( each of the foregoing, a ) to independent, unrelatedpersons ( ) in bona fide arm ’s length transactions with respect to a Licensed Product, less the followingdeductions, in each case to the extent actually allowed and taken by such Buyers and not otherwise recovered byor reimbursed to Seller in connection with such Licensed Product:(a)transportation charges and other related charges, such as insurance;(b)sales and excise taxes * * * or customs duties paid by the selling partyand any other similar governmental charges or taxes imposed specifically upon the sale of such LicensedProduct and actually paid ; provided, that with respect to * * * fees, [COMPANY] and its Affiliates shall have usedCommercially Reasonable Efforts to review and, where possible and if appropriate and in good faith, to disputethe preliminary calculation to ensure it is without error that would results in an overcharge of fees;(c)discounts and chargebacks actually granted, allowed or incurred inconnection with the sale of such Licensed Product and are not otherwise attributable to other products of BMSand its Affiliates;(d)allowances or credits to customers actually given and not in excess ofthe selling price of such Licensed Product, on account of rejection, outdating, recalls or return of such LicensedProduct ; amounts written off by reason of uncollectible debt, after commercially reasonable debt collection effortshave been exhausted, provided that such amounts shall be added back to Net Sales if and when collected ; and(e)rebates, reimbursements, fees or similar payments to wholesalers andother distributors, pharmacies and other retailers, buying groups ( including group purchasing * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCHOMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED