definiens: means, with respect to a Collaboration Product orOpt - out Product, as the case may be, the gross amount invoiced for sales of suchCollaboration Product or Opt - out Product by Lexicon and its Affiliates, Organonand its Affiliates, Joint Marketing / Development Collaborators and theirAffiliates, and ( sub)licensees of the Continuing Party and their Affiliates, ineach case as applicable, to customers which are not Affiliates ( or which areAffiliates but are end users of such Collaboration Product or Opt - out Product),less : ( a ) trade, quantity and cash discounts actually allowed ; ( b ) discounts, refunds, rebates, chargebacks, retroactive price adjustments, billing errors and any other allowances ( including, without limitation, government - mandated and managed health care - negotiated rebates ) actually granted which effectively reduce the net selling price ; ( c ) product returns credits and allowances actually granted ; ( d ) any tax imposed on the production, sale, delivery or use of the product ( excluding federal, state or local taxes based on income ) ; ( e ) freight, postage, shipping, customs duties, excises, tariffs, surcharges, other governmental charges ( excluding federal, state or local taxes based on income ) and insurance charges actually allowed or paid for delivery of the product ; ( f ) payments or rebates paid with respect to such Collaboration Product or Opt - out Product, as applicable, in connection with state or federal Medicare, Medicaid or similar programs in the United States or in connection with similar programs in other countries in which there are sales ; and ( g ) adjustments for bad debts actually incurred