definiens: means the amount invoiced by P athoGenesis, its Affiliates or sublicensees for sales of the Product less the f ollowing deductions : ( a ) discounts, returns, allowances, commissions and who lesaler chargebacks ; ( b ) import, export, excise, sales or use taxes, value a dded taxes, and other taxes, tariffs and duties imposed on such sales ; ( c ) freig ht, freight insurance, packaging, handling, transportation and other insur ance relating to such sales ; and ( d ) amounts allowed or credited on such sales f or retroactive price reductions or rebates including, but not limited to Medicaid . [COMPANY], may, at its option, allocate the above deductions from s ales of the Product based upon accruals estimated reasonably and consistent w ith [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WIT H THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES A CT OF 1933, AS AMENDED