definiens: means, with respect to a Product for any period, the gross amount billed ( net ofany inventory management fees or similar fees ) by a Party, an Affiliate of such Party or anypermitted sublicensee of such Party for sales of such Product to a Third Party ( including anydistributor ) in the Territory during such period, less:(i)discounts ( including cash discounts and quantity discounts ), cash and non‑cashcoupons, retroactive price reductions, charge‑back payments and rebates grantedto Managed Care Organizations or to federal, state and local governments, theiragencies, and purchasers and reimbursers or to customers;22 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission.(ii)credits or allowances actually granted upon claims, damaged goods, rejections orreturns of such Product, including Product returned in connection with recalls orwithdrawals;(iii)freight out, postage, shipping and insurance charges for delivery of the Product;and(iv)Indirect Taxes or duties levied on, absorbed or otherwise imposed on sale of theProduct or otherwise imposed upon the billed amount ( to the extent not paid by theThird Party ), as adjusted for rebates and refunds, in each case as accounted for by the Party recording such Net Sales in accordance withSection 5.12