definiens: means the gross sales of a Product by [COMPANY], its Affiliates, or its sub - licensees to third parties, less the followingdeductions : ( a ) bad debts related to the Product ; ( b ) any rebates, quantity, trade and cash discounts, and other usual and customary discounts to customers granted andtaken in the ordinary course of business ; ( c ) retroactive price reductions, allowances chargebacks, rebates, adjustments and amounts repaid or credited by reasonof rejections or returns of the Product ( including returns of the Product by reason of a Product recall or damaged ordefective goods ) ; ( d ) compulsory payments and rebates, actually paid or deducted ; ( e ) customs duties and other governmental charges, as well as sales, use, excise, inventory, value added, and other taxes, related to the sale of the Product ; and ( f ) payments, discounts, rebates, fees, reimbursements or similar payments granted to managed health care organizationsor federal, state or local governments, their agencies, purchasers or reimbursers or any government subsidizedprograms, wholesalers or other distributors, buying groups, health insurance carriers, other institutions, or discountprograms ( including the [COMPANY] ShareCard and other Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to theCompany ’s application requesting confidential treatment under Rule 406 of the Securities Act