definiens: means the amount invoiced or otherwise billed by [COMPANY], or its Affiliate or sublicensee, for sales orother commercial disposition of a Product to a Third Party purchaser, less the following to the extent included in such billingor otherwise actually allowed or incurred with respect to such sales : ( a ) discounts, including cash, trade and quantitydiscounts, price 5 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separatelywith the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.reduction programs, retroactive price adjustments with respect to sales of a product, charge - back payments and rebates grantedto managed health care organizations or to federal, state and local governments ( or their respective agencies, purchasers andreimbursers ) or to trade customers, including but not limited to, wholesalers and chain and pharmacy buying groups;(b ) credits or allowances actually granted upon rejections or returns of Products, including for recalls or damaged goods;(c ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Products, to the extent billed;(d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of aProduct ; ( e ) bad debts relating to sales of Products that are actually written off by [COMPANY] in accordance with GAAP during theapplicable calculation period ; ( f ) costs due to the factoring of receivables ; and ( g ) taxes, duties or other governmental chargeslevied on, absorbed or otherwise imposed on sale of Products, including without limitation any fees payable under the HealthCare Reform Act of 2010, value - added taxes, or other governmental charges otherwise measured by the billing amount, whenincluded in billing, as adjusted for rebates and refunds, but specifically excluding taxes based on net income of the seller;provided that all of the foregoing deductions are calculated in accordance with GAAP