definiens: means, with respect to any Product or any Related Product, the amount billed in arm’s - length transactions by Sellers, any Affiliate of the Selle rs, or any Permitted Licensee ( or such Permitted Li censee ’s Affiliates ) ( each of the foregoing persons and enti ties, for purposes of this definition, shall be con sidered a ), for sales of such Product or Related Product to a Third Party, less the sum of the following ( to the extent not reimbursed by any Third Party ): ( a ) reasonable and customary rebates, chargebacks, quantity, trade and similar discounts, credits and allowances and other price reductions reasonabl y granted, allowed, incurred or paid in so far as t hey are applied to sales of the Product or Related Product ; ( b ) discounts ( including cash discounts and quantit y discounts ), coupons, retroactive price reductions, charge back payments and rebates grante d to managed care organizations or to federal, stat e and local governments, or to their agencies ( including, but not limited to, payments made under the new and the specific to the Product ), in each case, as applied to sales of the Product or Related Product and actu ally given to customers ; ( c ) reasonable and customary credits and allowances taken upon rejection, return or recall of the Product or Related Product ; ( d ) reasonable and customary freight and insurance costs incurred with respect to the shipment of the Product or Related Product to customers, in eac h case if charged separately and invoiced to the cu stomer ; ( e ) customs duties, surcharges and other similar go vernmental charges incurred in connection with the exportation or importation of the Product or Related Product to the extent included in the gr oss amount invoiced ; ( f ) Value Added Tax, and that portion of annual fee s due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 ( Pub . L. No . 111 - 48 ) and any other fee imposed by a ny equivalent applicable law, in each of the foregoing cases, that is allocable to sales of the Product o r Related Product in accordance with the Related Party ’s stan dard policies and procedures consistently applied a cross its products, as adjusted for rebates and refunds, impo sed in connection with the sales of the Product or Related Product to any Third Party, to the extent such Taxe s are not paid by the Third Party ; and -18- ( g ) actual uncollectible debt amounts with respect to sales of the Product or Related Product, provided that if the debt is thereafter paid, the c orresponding amount shall be added to the Net Sales of the period during which it is paid