definiens: means, with respect to a Final Product, the amoun t invoiced by [COMPANY], its affiliates and their sublicensees ( each, a ) for sales of such Product to a Customer ( as defi ned below ), less estimates which will be adjusted to actual on a periodic basis of : ( a ) Sales returns ( to the extent that customary practic e is to allow the Customer to return Seller a Final Product expired or will expire unsold, or in the event of a Final Product recall, rejections or damaged Final Product ) ; ( b ) Discounts ( including prompt pay cash discounts, pat ient cash discounts, price reductions and incentive programs, rebates, trade and quantity dis counts, purchase volume discounts, patient co - pay a ssistance, price reduction programs, retroactive price adjustm ents, sales coupons, etc . ) to managed care organiza tions, or to federal, state and local governments, or to the Cus tomer ; ( c ) Wholesaler fees, inventory management agreement fee s and specialty pharmacy fees, which are commercially reasonable and customary fees paid by Seller to the Customer ; ( d ) Chargebacks incurred or paid by Seller to governmen t entities ( Seller ’s programs with government entities whereby pricing on a Final Prod uct by Seller to the participating entities is exte nded below wholesaler list price ) ; ( e ) Managed health care rebates and other contract disc ounts ( including rebates, administrative fees, reimbursements and discounts to managed healt h care and pharmacy benefit organizations which man age prescription drug programs and prescription drug pl ans covering the Medicare Part D drug benefit or si milar government programs in addition to their commercial plans, as well as other contract counterparties su ch as hospitals and group purchasing organizations ) ; ( f ) Medicaid or similar government rebates ( local, stat e and federal government - managed Medicaid or similar programs as well as certain oth er qualifying Federal, state and local government p rograms ( or their respective agencies, purchasers and reimb ursers ) whereby discounts and rebates are provided by Seller to participating federal, state and local governmen t entities ) ; ( g ) Taxes, duties and other governmental charges levied on, absorbed or otherwise imposed on sale of a Final Product, including value - added taxe s, or other governmental charges otherwise measured by the billing amount, when separately included on a billi ng by Seller to the Customer, as adjusted for rebat es and refunds, but specifically excluding taxes based on net income of Seller ; * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHI CH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUAN T TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19 34, AS AMENDED