definiens: means, with respect to the Product, the total amount invoiced by Purchaser or itslicensees to each third party receiving the Product in arm ’s length transactions, less the following deductions fromsuch total amounts which are actually incurred, allowed, accrued or specifically allocated : ( a ) normal and customarytrade, cash and quantity discounts, and inventory write - offs ( including amounts repaid, discounted or credited byreason of risk sharing schemes with any Governmental Authority or any Pricing Authority ), actually given, credits, price adjustments or allowances for damaged, outdated or defective Product, delayed ship orders, returns, orrejections of Product, including recalls and allowances for uncollectible amounts and/or bad debts on previously soldProducts ; ( b ) chargeback payments and rebates ( or the equivalent thereof ) ( including amounts repaid, discounted orcredited by reason of retroactive price reductions, discounts, or rebates, which are, in each case, imposed uponPurchaser or licensees by any Governmental Authority or any Pricing Authority ), and other payments required by lawto be made under Medicaid, Medicare and other government special medical assistance programs, brandedprescription drug fees ( or similar fees or Taxes ) due under the Affordable Care Act ( or similar legislation ), for theProduct granted to group purchasing organizations, managed health care organizations or to federal, state / provincial, local and other governments, including their agencies, purchasers, reimbursers, Pricing Authorities, or to tradecustomers ; ( c ) reasonable and customary freight, shipping insurance and other transportation expenses related to [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF1934, AS AMENDED