definiens: means for purposes of calculating the payments pay able by [COMPANY] to Jazz Pharmaceuticals pursuant to Sections 4.1, 4.2, 4.3 and 4.4 of this Agreement, the gross sales prices received by [COMPANY], its Subdistributors or Sublicensees from sales of the P roduct, not including Product samples, sold by or f or [COMPANY], its Subdistributors or Sublicensees to independent thir d parties in the Territory, after in each case, ded uction of the following items allowed, given, granted, paid or bo rne by or for [COMPANY], its Subdistributors or Sublicens ees with respect to sales of the Product : ( a ) bona fide discounts, credits, rebates, allowanc es, adjustments, rejections, recalls for which the customer has been credited the original sales price and returns ; ( b ) bona fide trade, quantity, or cash discounts or rebates customary to the industry and actually allowed, given or accrued ( including, but not limit ed to, cash, governmental and managed care rebates, and hospital or other buying group chargebacks ) ; ( c ) sales, excise, turnover, inventory, value - added, and similar taxes assessed on the sale of such Product ; and ( d ) transportation, importation, insurance and othe r handling expenses