definiens: means, with respect to a Product, the [ * * * ] by a Party or its Affiliates or Sublicensees to Third Parties ( whether an end - user, a distributo r or otherwise ) for sales of such Product within th e Territory, less the following deductions, all as determined fr om the books and records of a Party, its Affiliates or Sublicensees maintained in accordance with the Accounting Standa rds : ( a ) customary trade and quantity discounts incur red and customary distribution rebates ; ( b ) amounts incurred due to returns of Products previously sold as reflected in written invoices ( and not to exceed the original invoice amount ) ; ( c ) shipping, freight and insurance, to the exte nt separately invoiced and charged ; ( d ) credits, allowances and rebates actually giv en pursuant to federal, state and/or government - mandated programs that require a manufacturer or di stributor rebate ( including Medicare and Medicaid ) ; and 9 Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission