definiens: means, with respect to any Product, the gross amount billed or invoiced by [COMPANY] or its Affiliatesfor sales of such Product in arm ’s length transactions to Third Parties, after deduction ( if not already deducted in theamount invoiced ) of the following items with respect to sales of such Product : ( a ) trade, cash, and/or quantity discounts, retroactive price reductions, charge back paymentsand rebates actually taken and allowed, including discounts or rebates to governmental or managed careorganizations, their agencies, purchasers and reimbursers ; ( b ) credits or allowances given or recorded for rejection or return of previously sold Product(including returns of Product in connection with recalls or withdrawals ) ; ( c ) freight out, postage, shipping and insurance charges actually incurred for delivery of suchProduct ; ( d ) any tax, tariff, duty or government charge ( including any tax such as a value added orsimilar tax or government charge other than an income tax ) levied on the sale, transportation or delivery of aProduct and borne by the seller thereof without reimbursement from any Third Party ; and RxRxRxRxRxRxRxRxRxRxRxRx(e ) amounts written off by reason of uncollectible debt