definiens: means the gross amount invoiced in arms - length transactions by a Related Party(ies ) from or onaccount of the sale of Products to a non - Related Party ( net of any inventory management fees or similar fees basedon or reasonably allocable to the sale of Products ), less the sum of the following:(a ) credits or allowances, if any are actually allowed, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( including Product returned in connection with recalls orwithdrawals ) and amounts written off by reason of uncollectible debt;(b ) import taxes, export taxes, excise taxes ( including annual fees due under Section 9008 of the UnitedStates Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) ), sales taxes, value - added taxes, consumption taxes, duties or other taxes levied on, absorbed determined and/or imposed with respect to such sales(excluding income or net profit taxes or franchise taxes of any kind ), to the extent not reimbursed by a non - RelatedParty;(c ) insurance, customs charges, freight, shipping and other transportation costs incurred in shipping Productto such non - Related Parties, to the extent not reimbursed by a non - Related Party;(d ) discounts ( including trade, quantity and cash discounts ) actually allowed, cash and non - cash coupons, retroactive price reductions, and charge - back payments and rebates granted to any non - Related Party ( including togovernmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and grouppurchasing and MCOs ( and other similar entities and institutions));(e ) rebates ( or their equivalent ), administrative fees, chargebacks and retroactive price adjustments and anyother similar allowances granted to non - Related Parties ( including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, and MCOs ( and other similar entities and institutions ) ) whicheffectively reduce the selling price or gross sales of the Product ; - 10 -(f ) [ * * * ] [ * * * ] ; and(g ) [ * * * ]