definiens: means, with respect to any Product, the gross amount invoiced by [COMPANY], any Affiliate, orSublicensee for sales of such Product to a Third Party ( including a Distributor ) less deductions, to the extent reasonable, customary, and consistent with [COMPANY] ’s business practices, for:(a ) transportation charges, and other charges, such as insurance, relating thereto,(b ) sales and excise taxes or customs duties paid by the selling party and any other governmental charges imposedupon the sale of such Product and actually paid,(c ) discounts and chargebacks actually granted, allowed or incurred in connection with the sale of the such Product,(d ) allowances or credits to customers actually given and not in excess of the selling price of such Product, onaccount of rejection, outdating, recalls or return of such Product, and(e ) rebates, reimbursements, fees or similar payments to ( i ) wholesalers and other distributors, pharmacies and otherretailers, buying groups ( including group purchasing organizations ), health care insurance carriers, pharmacy benefitmanagement companies, health maintenance organizations, Governmental Authorities, or other institutions or health careorganizations ; or ( ii ) to patients and other Third Parties arising in connection with any program applicable to a Product underwhich [COMPANY] or its Affiliates provides to low income, uninsured or other patients the opportunity to obtain Astellas’spharmaceutical products at no cost or reduced cost ( any such program, a )