definiens: means, with respect to any Product, the amount billed by OMI, an Affiliate of OMI, or any permittedLicensee for sales of such Product in arm ’s length transactions to Third Parties, after deduction ( if not alreadydeducted in the amount invoiced ) of the following items with respect to sales of such Product : 56 ( a ) trade, cash, and/or quantity discounts, retroactive price reductions, charge - back payments and rebatesactually taken and allowed, including discounts or rebates to governmental or managed care organizations ; ( b ) credits or allowances given or recorded for rejection or return of previously sold Product ( including, withoutlimitation, returns of Product in connection with recalls or withdrawals ) ; ( c ) freight out, postage, shipping and insurance charges actually incurred for delivery of such Product ; ( d ) any tax, tariff, duty or government charge ( including any tax such as a value added or similar tax orgovernment charge other than an income tax ) levied on the sale, transportation or delivery of a Product and borne bythe seller thereof without reimbursement from any Third Party ; and ( e ) amounts written off by reason of uncollectible debt