definiens: means with respect to a Licensed Product, the gross amount invoiced or received by or for thebenefit of Torii and its Affiliates and Sublicensees ( each of the foregoing, a ) to a Third Party(including Third Party Distributors ) ( ) in bona fide arm ’s length transactions with respect to suchLicensed Product, less the following deductions, in each case, to the extent actually allowed and taken bysuch Buyers and not otherwise recovered by or reimbursed to Seller in connection with such LicensedProduct : ( a)transportation and insurance costs incurred in transporting such Licensed Product tocustomers, to the extent actually incurred and itemized ; ( b)sales, excise taxes, tariffs, and duties paid by the Seller and any other governmentalcharges or taxes imposed specifically upon the sale, transportation, delivery, use, exportation, or importation of such Licensed Product and actually paid ; ( c)usual and customary discounts actually allowed and taken ( including trade, cash, andquantity discounts ) in connection with the sale of such Licensed Product that are nototherwise attributable to other products of Torii or its Affiliates ; ( d)sales returns, allowances or credits to such Buyer actually given or amounts actually repaidby Seller and not in excess of the selling price of such Licensed Product on account ofrejection, outdating, recalls, price adjustments, or billing errors of such Licensed Product ; ( e)amounts written off by reason of uncollectible debt if and when actually written off or allowedin accordance with Seller ’s accounting policies, as consistently applied, after commerciallyreasonable debt collection efforts have been exhausted not to exceed [ * * * ] of Net Sales inthe aggregate in any period ; provided that such amounts will be added back to Net Sales ifand when collected ; ( f)discounts actually paid under government - legislated or Seller - sponsored discount prescriptiondrug programs or other similar coupon or voucher programs ; and ( g)rebates, reimbursements, fees, clawbacks, discounts, charge - backs, or similar paymentspaid or credited to Third Party Distributors, pharmacies and other retailers, buying groups(including group purchasing organizations ), health care insurance carriers, Third Party payor, administrator, or contractee, pharmacy benefit management companies, health maintenanceorganizations, Governmental Authorities, hospitals, or other institutions or health careorganizations, to the extent such payments are not attributable to other products of Torii orits Affiliates or Sublicensees or other services of Torii or its Affiliates or Sublicensees thatare unrelated to the sales and distribution of the Licensed Product