definiens: shall mean the amount invoiced by [COMPANY] or its Affiliate ( or by [COMPANY] or its Affiliate on [COMPANY] 's behalf ) for sales of a Product in the Territory to a Third Party that is an Institution, less : ( a ) discounts ( including without limitation cash discounts and quantity discounts ), retroactive price reductions, charge - back payments, and customer rebates ; ( b ) credits or allowances actually granted upon claims, damaged goods, rejections, or returns of Product other than any such credits or allowances arising from manufacturing defects or any defect attributable to [COMPANY], including but not limited to credits, allowances and related costs attributable to Product recalls ; ( c ) freight out, postage, shipping, and insurance charges actually paid for delivery of Product ; ( d ) [ any,'Admi.nistrativeFee, paid by [COMPANY] to.:Sagent pursmmt . Jo, Sectiop 4.2 ] ; and ( e ) taxes ( other than income taxes ) or duties levied on, absorbed, or otherwise imposed on sale of Product, including without limitation value - added taxes, or other governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, to the extent not paid by a Third Party