definiens: means for purposes of calculating the payments payable by [COMPANY] to Orphan Me dical pursuant to Sections 4.1, 4.2 and 4.3 of this Agreement, the gross sales prices received by [COMPANY], its Subdistributors or Sublicensees from sales of the Product, not including Product samples, sold by or for [COMPANY], its Subdistributors or Sublic ensees to independent third parties in the Territory, after in each case, deduction of the following items allowed, given, granted, paid or borne by or for [COMPANY], its Subdistributors or Sublicensees with respect to sales of the Product : ( a ) all bona fide promotional, cash, trade and quantity discounts and rebates ; 3 ( b ) all bona fide allowances to end users or credits ( whether in the form of a credit or free Product ) on account of price adjustments, rejection or return, recalls, charge backs or governmental program rebates ( including without limitation to managed care organizations ) ; ( c ) all sales, consumption, excise and any other taxes, tariffs, duties or government charges ( including any tax such as value added or similar tax or government charge other than income tax ) with respect to sales of the Product ; and ( d ) any charges for freight or insurance