definiens: means, with respect to a Licensed Product, the gross amounts invoiced for sales or other dispositions of such LicensedProduct by or on behalf of NewCo, its Affiliates and sublicensees to Third Parties, less the following deductions to the extent included in thegross invoiced sales price for such Licensed Product or otherwise paid or incurred by NewCo or its Affiliates or sublicensees, as applicable, with respect to the sale or other disposition of such Licensed Product:(a ) normal and customary trade and quantity discounts, allowances, and credits actually allowed and properly taken with respectto sales of such Licensed Product;(b ) credits or allowances given or made for rejection or return of previously sold Licensed Products or for retroactive pricereductions and billing errors ; 7AFMD - NewCo Research Collaboration and License AgreementCONFIDENTIAL ( c ) discounts, rebates, reimbursements, and chargeback payments granted to managed health care organizations or other healthcare institutions ( including hospitals ), health care administrators, patient assistance or similar programs, pharmacy benefit managers ( orequivalents thereof ), wholesalers and other distributors, pharmacies and other retailers, group purchasing organizations or other buyinggroups, health maintenance organizations, national, state / provincial, local, and other governments, their agencies and purchasers andreimbursors ( including Medicaid, Medicare and similar federal and state programs and other government programs ), any other providers ofhealth insurance coverage, or to trade customers related to such Licensed Product;(d ) costs of freight, insurance, and other transportation charges related to the distribution of such Licensed Product ( excludingany Taxes imposed on or with respect to net income, however denominated);(e ) import Taxes, export Taxes, excise Taxes, sales Taxes, VAT, consumption Taxes, duties or other Taxes levied on, withrespect to, or measured by the billing amount with respect to sales of, such Licensed Product ( for avoidance of doubt, excluding any Taxesimposed on or with respect to net income, however denominated);(f ) the portion of administrative fees paid during the relevant time period to group purchasing organizations or pharmaceuticalbenefit managers relating to such Licensed Product;(g ) retroactive price reductions or billing errors with respect to such sale of a Licensed Product that are allowed or granted;(h ) that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protection and Affordable Care Act, Pub . L