definiens: means Net Sales ( as defined below ) less [ * * * ] ( as defined below ) ; [ * * * ] – shall mean, with respect to the Products sold in the Territory, the aggregate gross sales amount invoiced byBuyer or its Affiliates on an arms - length basis to third parties in the Territory, less the following deductions ( to the extentactually incurred or accrued ): ( i ) cash discounts given by Buyer ( and its Affiliates ) ; ( ii ) any adjustments on account of price adjustments, billing adjustments, or shelf stock adjustments affecting theProduct ; ( iii ) chargebacks, rebates, administrative fee arrangements, reimbursements, and similar payments to wholesalers andother distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, healthmaintenance organizations, other institutions or health care organizations or other customers ; 23 Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to aRequest for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended . Confidential Portionsare marked : [ * * * ] ( iv ) amounts due to third parties on account of rebate payments, including Medicaid rebates, or other pricereductions provided, based on sales by Buyer and its Affiliates to any governmental or regulatory authority in respect of stateor federal Medicare, Medicaid or similar programs ; and ( v ) allowances and credits to third parties on account of rejected, damaged, returned or recalled product