definiens: means(a ) with respect to a Licensed Product that is not a Combination Product, the gross amount invoiced from sales byPfizer and its Affiliates and sublicensees of such Licensed Product to Third Parties in the Territory, less in each case ( i ) baddebts specifically written off on the books of [COMPANY] ( or its Affiliate or sublicensee ), such deduction for bad debt not to exceed***% of Net Sales in any given quarter, and provided that amounts written off as bad debt that are subsequently collected orrecovered are included in Net Sales when received, ( ii ) sales returns and allowances actually paid, granted or accrued, including trade, quantity and cash discounts, and ( iii ) any other adjustments actually paid, granted or accrued and reflected onthe books of [COMPANY] ( or its Affiliate or sublicensee, as applicable ), including those granted on account of price adjustments, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements orsimilar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers, chainpharmacies, mass merchandisers, staff model HMO ’s, pharmacy benefit managers or other institutions ( in all cases where suchreimbursements or payments are consistent with [COMPANY] ’s net payment schedule for its own products and other licensedproducts it may sell from time to time ), adjustments arising from consumer discount programs or other similar programs, customs or excise duties, sales tax, consumption tax, value added tax, and other taxes ( except income taxes ) or duties relatingto sales, any payment by [COMPANY] in respect of sales of Licensed Products to the United States government, or any stategovernment or any foreign government, or to any other Governmental Authority, or with respect to any government - subsidized program or managed care organization, in each case to the extent allocable to sales of Licensed Products inaccordance with generally accepted accounting principles, and ( iv ) freight and insurance ( to the extent that [COMPANY], its Affiliatesor its sublicensees bear the cost of freight and insurance for the Licensed Product ) ; and(b ) with respect to a Licensed Product that is a Combination Product, if the Licensed Product and the othertherapeutically active ingredients are separately sold by [COMPANY], * * * Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with theCommission