definiens: means, with respect to any License d Product, the amount received by [COMPANY] and its Affiliates and Sublicensees for bona fide sales of such Licensed Product to a Third Party ( o ther than Sublicensees and [COMPANY] ’s Affiliates but including distributors for resale ), less : ( a ) discounts ( including cash, quantity and patient program discounts ), retroactive price reductions, charge - back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and rei mbursers or to trade customers ; ( b ) credits or allowances actually granted upon cla ims, damaged goods, rejections or returns of such Licensed Product, including such Licensed Product r eturned in connection with recalls or withdrawals a nd expired inventory ; ( c ) freight out, postage, shipping and insurance ch arges for delivery of such Licensed Product ; and ( d ) taxes or duties levied on, absorbed or otherwis e imposed on the sale of such Licensed Product, including value - added taxes, or other governmental charges otherwise imposed upon the billed amount, a s adjusted for rebates and refunds, to the extent not paid by the Third Party