definiens: means, with respect to any Product, the total amount invoiced by Licensee orits Affiliates or Sublicensees ( each, a ) to each Third Party receiving such Productin arm ’s length transactions, less the following deductions from such total amounts that areactually incurred, allowed, accrued or specifically allocated, each as calculated in accordancewith GAAP:(a)normal and customary trade, cash and quantity discounts ( and including amountsrepaid, discounted or credited by reason of risk sharing schemes with anyGovernmental Authority or any Non - Governmental Authority ), actually given, credits, price adjustments or allowances for damaged Product, delayed ship orders, returns or rejections of Product, including recalls and allowances for uncollectibleamounts, bad debts, or both on previously sold Products;(b)chargeback payments and rebates ( or the equivalent thereof ) ( including amountsrepaid, discounted or credited by reason of retroactive price reductions, discounts, or rebates, which are, in each case, imposed upon the Selling Party by anyGovernmental Authority or any non - Governmental Authority ) and other paymentsrequired by law to be made under Medicaid, Medicare and other governmentspecial medical assistance programs, branded prescription drug fees ( or similartaxes, charges, fees, duties, levies or other assessments ) due under the AffordableCare Act ( or similar legislation ), for Product granted to group purchasingorganizations, managed healthcare organizations or to federal, state / provincial, local and other governments, including their agencies, purchasers, reimbursers, non - Governmental Authorities, or to trade customers;(c)reasonable and customary freight, shipping insurance and other transportationexpenses directly related to the sale of Product ( if actually borne by the SellingParty without reimbursement from any Third Party);8 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it isboth ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed