definiens: means, with respect to a specified period, the actual gross amount invoiced on sales of the Product by aSelling Person to independent, unrelated third parties in bona fide, arm ’s length transactions, less the followingdeductions determined in accordance with GAAP to the extent actually incurred, allowed, paid, accrued, specificallyallocated, or included in the gross invoiced sales price with respect to such sales to third parties and not otherwisereceived, recovered by or reimbursed to such Selling Person calculated to arrive at net sales : ( a ) freight, insuranceand other transportation charges to the extent added to the sales price and set forth separately as such on the totalamount invoiced ; ( b ) any sales, use, value - added, excise taxes, duties or allowances and/or government charges onthe selling price of the Product which fall due and are paid as a consequence of such sale ; ( c ) chargebacks, trade, quantity, cash discounts and rebates actually allowed and taken to the extent customary in the trade, includingmanaged health care organizations, pharmacy benefit managers ( or equivalents thereof ), federal, state / provincial, local or other Governmental Authority, or their agencies or purchasers, reimbursers, or trade customers and discountsto customers, including cash coupons, vouchers and loyalty cards ( and their redemption ) and co - pay assistance;(d ) allowances or credits, including allowances or credits to customers on account of rejection, defects or returns ofthe Product or because of a retroactive price reduction, including for recalls or damaged goods and billing errors;(e ) commissions allowed or paid to third party distributors, brokers or agents other than sales personnel, salesrepresentatives and sales agents employed by the Selling Person ; ( f ) Confidential Information indicated by [ * * * ] has been omitted from this filing and filedseparately with the Securities Exchange Commission