definiens: means, with respect to a Licensed Product for any period, the total amount billed orinvoiced on sales of such Licensed Product during such period by [COMPANY], its Affiliates, or Sublicensees in the applicablecountries or jurisdictions in the Territory to Third Parties ( including wholesalers or Distributors ), in bona fide arm ’s lengthtransactions, less the following deductions, in each case related specifically to such sales of such Licensed Product duringsuch period and actually allowed and taken by such Third Parties and not otherwise recovered by or reimbursed to [COMPANY], its Affiliates, or Sublicensees : ( i ) trade, cash and quantity discounts ; ( ii ) price reductions or rebates, retroactive or otherwise, imposed by, negotiated with or otherwise paid togovernmental authorities or other payees ; ( iii ) taxes on sales ( such as sales, value added, or use taxes ) to the extent added to the sale price and set forthseparately as such in the total amount invoiced ; ( iv ) amounts repaid or credited by reason of rejections, defects, return goods allowance, recalls or returns, orbecause of retroactive price reductions, including rebates or wholesaler charge backs ; ( v ) the portion of administrative fees paid during the relevant time period to group purchasing organizations, pharmaceutical benefit managers and/or Medicare Prescription Drug Plans relating to such Licensed Product ; ( vi ) any consideration actually paid or payable for any Delivery System related to a billed or invoiced sale ofsuch Licensed Product, where for purposes of this Net Sales definition, a means any delivery systemcomprising equipment, instrumentation, one or more devices, or other components designed to assist in theadministration of such Licensed Product ; ( vii ) any invoiced amounts from a prior period which are not collected and are written off by [COMPANY] or itsAffiliates, including bad debts ; ( viii ) that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection andAffordable Care Act, Pub . L. No . 111 - 148 ( as amended ) and reasonably allocable to sales of the Licensed Products ; ( ix ) freight, insurance, import / export, and other transportation charges to the extent added to the sale price andset forth separately as such in the total amount invoiced, as well as any fees for services provided by wholesalers andwarehousing chains related to the distribution of such Licensed Product ; and 32 * * * Confidential material redacted and filed separately with the Commission