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 fees due under the United States Patient Protectionand Affordable Care Act of 2010 ), 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 franchisetaxes of any kind ), to the extent not reimbursed by a non - Related Party ; * * * Certain information contained herein has been omitted and filed separately with the Securities andExchange Commission . Confidential treatment has been requested with respect to the omitted portions