definiens: means the gross amount billed or invoiced by or for the benefit of a Party, its Affiliates, and it s sublicensees to independent, unrelated Third Parties ( other than Affiliates and sublicensees but including distributors for resales ) for the bona fide sale or transfer of a Product, less the following deductions, in each case to the extent reasonable, cu stomary, actually allowed and taken in connection with such Product and not otherwise recovered by or reimbursed : ( a)sales, value -added and excise taxes or customs duties paid by the selling party and any other governmental charges imposed upon the sale o f such Product and actually paid, as adjusted for rebates and refunds ; ( b)discounts ( including cash, quantity and patient program discounts ), price reductions, commissions, rebates and chargebacks actually granted, allowed or incurred in connection with t he sale of the such Product ; ( c)allowances or credits to customers actually given and not in excess of the selling price of such Product, on account of claims, damaged goods, rejection, outdating, product withdraw, recalls or return of such Product ; and ( d)rebates, reimbursements, fees or similar payments to wholesalers and other distributors, pharmacies and other retailers, buying groups ( including group purchasing organizations ), health care insurance carriers, pharmacy benefit management companies, healt h maintenance organizations, Governmental Authorities, or other institutions or health care organizations