definiens: shall mean, with respect to a Product, the gross amount billed or invoiced in a country by [COMPANY], i ts Affiliates or Sublicensees for the sale or other di sposition of such Product in such country to Third Parties ( including distributors, wholesalers and end - users ), less the following deductions : ( a ) sales returns and allowances actually paid, granted or accrued on such Product, includin g trade, quantity, prompt pay and cash discounts and any oth er adjustments, including those granted on account of price adjustments or billing errors ; ( b ) credits or allowances given or made f or rejection, recall, return or wastage replacement of, and for uncollectible amounts on, such Product or for r ebates or retroactive price reductions ( including M edicare, Medicaid, copay assistance, managed care and simila r types of rebates and chargebacks ) ; ( c ) taxes, duties or other governmental c harges levied on or measured by the billing amount for such Product, as adjusted for rebates and refunds, inclu ding without limitation pharmaceutical excise taxes ( such as those imposed on a Product by the United States Pat ient Protection and Affordable Care Act of 2010 and other comparable Laws ), but which shall not include any t ax, duty, or other charge imposed on or measured by net income ( however denominated ) or any franchise taxes, branch profits taxes, or similar tax ; and ( d ) charges for freight, customs and insu rance directly related to the distribution of such Product and wholesaler and distributor administration fees