definiens: means the total amount billed or invoiced on sales of Product by [COMPANY], its Affiliates and/or Sublicenseesin the Territory to Third Parties ( for example, wholesalers or distributors ) in bona fide arm ’s length transactions, less thefollowing deductions ( specifically excluding any royalty payments made by [COMPANY], its Affiliates and/or Sublicensees toLicensor ), in each case related specifically to the Product and actually allowed and taken by such Third Parties and nototherwise recovered by or reimbursed to [COMPANY], its Affiliates and/or Sublicensees : a ) trade, cash and quantity discounts ; b ) price reductions or rebates, retroactive or otherwise, imposed by, negotiated with or otherwise paid to GovernmentalAuthorities ; * * * Confidential Treatment Requestedc ) taxes on sales ( such as sales, value added or use taxes ) to the extent added to the sale price and set forth separately as suchin the total amount invoiced ; d ) freight, insurance and other transportation charges to the extent added to the sale price and set forth separately as such inthe total amount invoiced, as well as any fees for services provided by wholesalers and warehousing chains related to thedistribution of the Product ; e ) amounts repaid or credited by reason of rejections, defects, one percent ( 1 % ) return goods allowance, recalls or returns, orbecause of retroactive price reductions, including, but not limited to, rebates or wholesaler charge backs ; f ) the portion of administrative fees paid during the relevant time period to group purchasing organizations, pharmaceuticalbenefit managers and/or Medicare Prescription Drug Plans relating specifically to the Product ; and g ) any consideration actually paid or payable for any Delivery System related to a billed or invoiced sale of a Product, where for purposes of this Net Sales definition, a means any delivery system comprising equipment, instrumentation, one or more devices or other components designed to assist in the administration of a Product