definiens: means, with respect to a Licensed Product, the gr oss amount invoiced or billed on sales of such Licensed Product in the Territory by a Selling Party to any Third Party in bona - fide, arms’-lengt h transactions, less [ * * * ] : ( a ) normal and customary trade, cash, and quantity disc ounts, allowances, and credits allowed or paid, in the form of deductions actually allowed with respect to sales of such Licensed Pro duct ( to the extent not already reflected in the amount invoiced and excluding commissions for Commercialization ) ; ( b ) retroactive price reductions, allowances, or credit s actually granted upon rejections or returns of Licensed Product, including for recalls or damaged good and billing errors ; ( c ) discounts, chargeback payments, rebates, and reimbu rsements granted to wholesalers and other distributors, pharmacies and other retail ers, managed care organizations, group purchasing organizations, or other buying groups, pharmacy ben efit management companies, health maintenance organizations, federal, state / provincial, local, or other governments, and any other providers of heal th insurance coverage, health care organizations, or other healt h care institutions ( including hospitals ), health c are administrators, or patient assistance or other simi lar programs ; ( d ) compulsory payments and cash rebates related to the sales of such Licensed Product paid to a governmental authority ( or agent thereof ) pursuant to governmental regulations by reason of any national or local health insurance program or simil ar program, including required chargebacks and retr oactive price reductions, to the extent allowed and taken ; including government 10 CONFIDENTIAL TREATMENT REQUESTED . INFORMATION FOR W HICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH . AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEP ARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UND ER THE SECURITIES ACT OF 1933, AS AMENDED