definiens: means, with respect to a Product, the gross amount billed orinvoiced by [COMPANY], its Affiliates or Sublicensees for sales of such Product in arm ’s lengthtransactions to Third Parties, after deduction ( if not already deducted in the amount invoiced ) ofthe following items with respect to sales of such Product : ( a)trade, cash, and/or quantity discounts, retroactive price reductions, charge backpayments and rebates or similar items actually paid, granted or accrued, includingdiscounts or rebates or similar items granted or given to wholesalers or otherinstitutions, and governmental or managed care organizations, their agencies, purchasers and reimbursers, and including adjustments arising from consumerdiscount programs or other similar programs ; ( b)credits or allowances given or recorded for rejection or return of previously soldProduct ( including returns of Product in connection with recalls or withdrawals ) ; ( c)freight out, postage, shipping and insurance charges actually incurred for delivery ofsuch Product ; ( d)any tax, tariff, duty or government charge ( including any tax such as a value added, sales, excise or similar tax or government charge other than an income tax ) levied onthe sale, transportation or delivery of the Product ; and ( e)amounts written off by reason of uncollectible debt