definiens: means the gross amounts invoiced by a Payor in bona fide arm ’s length transactions or, where the sale is not at arm ’s len gth, the amount that would have been so invoiced if it had been at arm ’s length, attributable to its sales during t he Royalty Period to third parties ( other than Affi liates of the Payor buying for resale ) of Drug Product in the Ser endex Field, less the following deductions : ( a ) tra de, wholesale, quantity, cash or other discounts, refun ds, returns, rebates, credits and allowances to the extent actually taken ; ( b ) import, export, excise, sales o r use taxes, value added taxes, and other taxes, ta riffs and duties imposed on such sales and actually paid by the Payo r ; ( c ) rebates, allowances or credits mandated by a ny government and actually granted ; ( d ) reimbursements, credits or chargebacks actually granted, allowed or incurred in the ordinary course of business ( includ ing any credits, volume rebates, charge - back and pr ime vendor rebates, reimbursements or similar payments granted or given to wholesalers and other distributors, bu ying groups, health care insurance carriers, pharmacy be nefit management companies, health maintenance organizations or other institutions or health care organizations ) ; and ( e ) payments or rebates paid in connection with sales to any governmental authority in respect of any state or federal Medicare, Medicaid or -5- [ * * * ] Indicates that information has been omitted a nd filed separately with the Securities and Exchang e Commission . Confidential treatment has been request ed with respect to the omitted portions