definiens: means the amount invoiced or otherwise billed by [COMPANY], or its Affiliate or sublicensee, for sales orother commercial disposition of a Product to a Third Party purchaser, less the following to the extent included in such billingor otherwise actually allowed or incurred with respect to such sales : ( a ) discounts, including cash, trade and quantitydiscounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back paymentsand rebates granted to managed health care organizations or to federal, state and local governments ( or their respectiveagencies, purchasers and reimbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacybuying groups ; ( b ) credits or allowances actually granted upon rejections or returns of Products, including for recalls ordamaged [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separatelywith the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended