definiens: means the gross amount billed or invoiced by or for thebenefit of a Party, its Affiliates, and its sublicensees to independent, unrelated Third Parties(other than Affiliates and sublicensees but including distributors for resales ) for the bona fide saleor transfer of a Product, less the following deductions, in each case to the extent reasonable, customary, actually allowed and taken in connection with such Product and not otherwiserecovered by or reimbursed:(a)sales, value - added and excise taxes or customs dutiespaid by the selling party and any other governmental charges imposed upon the sale of suchProduct and actually paid, as adjusted for rebates and refunds;(b)discounts ( including cash, quantity and patient programdiscounts ), price reductions, commissions, rebates and chargebacks actually granted, allowed orincurred in connection with the sale of the such Product;(c)allowances or credits to customers actually given and notin excess of the selling price of such Product, on account of claims, damaged goods, rejection, outdating, product withdraw, recalls or return of such Product ; and(d)rebates, reimbursements, fees or similar payments towholesalers and other distributors, pharmacies and other retailers, buying groups ( includinggroup purchasing organizations ), health care insurance carriers, pharmacy benefit managementcompanies, health maintenance organizations, Governmental Authorities, or other institutions orhealth care organizations