definiens: means the gross amounts invoiced for sales of Products, if any, by [COMPANY], its Affiliates orMarketing Partners ( each, a ) in Dollars, calculated using the average exchange rate in effect during theapplicable period for non - Dollar denominated sales in accordance with Section 6.5 ( but not including sales of Productsbetween or among [COMPANY] and its Affiliates and Marketing Partners where such Products are intended for resale to Thirdparty customers ) minus the following reductions allowed relating to such sales : ( a ) trade, quantity and cash discounts or rebates, which are not already reflected in the amountinvoiced ; ( b ) any adjustments or allowances on account of price adjustments, billing errors, rejected goods, damaged goods, returns and withdrawal, recall or relabeling of a Product ; ( c ) credits, volume rebates, charge - back and prime vendor rebates, reimbursements or similar paymentsgranted or given to, or related administrative, processing or other fees charged to, wholesalers and other distributors, buyinggroups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations or otherinstitutions or health care organizations, which are not already reflected in the amount invoiced ; ( d ) any tax, tariff, customs duty, excise or other duty or other governmental charge levied on themanufacture, sale, transportation or delivery of Product and remitted to the applicable taxing authority ; ( e ) payments or rebates paid in connection with sales of Product to any governmental authority inrespect of any state or federal Medicare, Medicaid or similar programs, or other managed care programs, which are not alreadyreflected in the amount invoiced ; 7 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER