definiens: means the gross amount paid to and received by Licensee as consideration for the sale of Licensed Product by Licensee to any third party that is not an Affiliate of Licensee, less the following deductions : ( a ) . credits actually given for rejected, defective, recalled, or returned Licensed Product or because of charge backs, refunds, rebates, or retroactive price reductions ; ( b ) . freight and insurance costs and any other outbound transportation charges, if separately stated on the invoice or purchase order or other document of sale paid by the customer ; and ( c ) . excise taxes and customs duties included in the invoiced amount ; ( d ) . other taxes ( including but not limited to tariffs, duties, excises, sales, value added, consumption or other taxes ) imposed and paid by Licensee in connection with the production, sale, use, or delivery of Licensed Products ; and ( e ) . customary cash discounts, rebates or charge backs actually granted, allowed, taken or incurred in connection with the sale of such Licensed Product, or granted or given to or imposed by governmental authorities and managed care systems ( that is, systems that integrate the financing and delivery of health care services to covered members, including but not limited to, pharmacy benefit managers ( PBMs ), prescription drug plans ( PDPs ), health maintenance organizations ( HMOs ), preferred provider organizations ( PPOs ), independent practice associations ( IP As ) and other similar healthcare organizations ), wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health care organizations ( including, without limitation, any payments in respect of sales to any governmental authorities or with respect to any government­subsidized program or managed care organization and any discounts and rebates 2 for any program for the benefit of low income, uninsured or other patients who receive the opportunity to receive Licensed Products at discounted prices )