definiens: means, with respect to the Product and/or any Combination Product ( subject to Section 10.2 below ), thegross invoiced amount on sales of the Product or Combination Product by [COMPANY], its Affiliates or theirpermitted Sublicensees to Third Parties ( including Distributors ) after deduction of ( a ) normal and customary trade, quantity or prompt settlement discounts ( including chargebacks and allowances ) actually allowed ; ( b ) amountsactually repaid or credited by reason of rejection, returns or recalls of goods, rebates or bona fide price reductionsdetermined by [COMPANY] or its Affiliates in good faith ; ( c ) rebates and similar payments made with respect to salespaid for by any governmental or regulatory authority such as, by way of illustration and not in limitation of theParties ’ rights hereunder, Federal or state Medicaid, Medicare or similar state program in the United States orequivalent governmental program in any other country ; ( d ) [ * ] as an allowance for transportation costs, distribution expenses, special packaging and related insurance [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED