definiens: means, for any period, the aggregate of the gross amounts invoiced or otherwise billed by Spectrum, itsAffiliates and sublicensees ( ) for arm ’s length sales or other commercial disposition of a Product to a ThirdParty purchaser, less the following to the extent specifically related to the Product and actually allowed, incurred or paidduring such period ( collectively, ): ( a ) discounts, including cash, trade and quantity discounts, price reduction or incentive programs, retroactive priceadjustments with respect to sales of such Product, charge - back payments, and rebates granted to managed health careorganizations or to federal, state and local governments ( or their respective agencies, purchasers and reimbursers ) or to tradecustomers, including wholesalers and chain and pharmacy buying groups ; ( b ) credits or allowances taken upon rejections or returns of Products, including for recalls or damaged goods ; ( c ) freight, postage, shipping and insurance charges for delivery of such Product actually paid ; ( d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation orimportation of such Product ; ( e ) bad debts relating to sales of Products that are actually written off by the [ * * * ] : CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION