definiens: means, with respect to any Licensed Product, the amount received by [COMPANY] and its Affiliates and Sublicensees for bonafide sales of such Licensed Product to a Third Party ( other than Sublicensees and [COMPANY] 's Afffiliates but including distributors for resale ), less : ( a ) discounts ( including cash, quantity and patient program discounts ), retroactive price reductions, charge - back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers ; ( b ) credits or allowances actually granted upon claims, damaged goods, rejections or returns of such Licensed Product, including such Licensed Product returned in connection with recalls or withdrawals ; ( c ) freight out, postage, shipping and insurance charges for delivery of such Licensed Product ; and ( d ) taxes or duties levied on, absorbed or otherwise imposed on the sale of such Licensed Product, including value - added taxes, or other governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, to the extent not paid by the Third Party