definiens: means, with respect to any Licensed Product, the gross amounts invoiced for sales or other dispositions of such Licensed Product ( exclud ing transfer or dispositions of product at or below manufacturing cost, or without charge, for nonclini cal or clinical purposes, research, commercial samp les, compassionate use, indigent programs and humanitari an and charitable donations ) by or on behalf of Eve rest, its Affiliates and Sublicensees to Third Parties, less the following deductions to the extent included in the gross invoiced sales price for such Licensed Product or o therwise paid or incurred by Everest or its Affilia tes, as applicable, with respect to the sale or other dispo sition of such Licensed Product : ( a)normal and customary trade and quantity and cash discounts, allowances, and credits actually allowed and properly taken with respect to sales of such Licensed Product ; ( b)credits or allowances given or made for rejectio n or return of previously sold Licensed Products or for retroactive price reductions and bi lling errors ; ( c)discounts, rebates, reimbursements, and chargeba ck payments granted to managed health care organizations or other health care inst itutions ( including hospitals ), health care adminis trators, patient assistance or similar programs, pharmacy benefit ma nagers ( or equivalents thereof ), wholesalers and ot her distributors, pharmacies and other retailers, group purchasing organizations or other buying groups, h ealth maintenance organizations, national, state / provinci al, local, and other governments, their agencies an d purchasers and reimbursers, any other providers of health insu rance coverage, or to trade customers ; ( d)costs of freight, postage, insurance, and other transportation charges related to the distribution of such Licensed Product ; ( e)any Taxes levied on or with respect to such Lice nsed Product or measured by the billing amount of such Licensed Product ( excluding Taxes i m posed on or with respect to net income, however, denominated ) ; ( f)the portion of administrative fees paid during t he relevant time period to group purchasing organizations or pharmaceutical benefit managers relating to such Licensed Product ; and 13 Portions of the exhibit, indicated by the mark were omitted and have been filed separately wi th the Securities and Exchange Commission pursuant to the Registrant ’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange A ct of 1934, as amended