definiens: means, with respect to any Product, the aggregate gross amount invoiced by [COMPANY], any Affiliate, or sublicensee for sales of such Product to independent, unrelated Third Parties in bona fide arms ’ length transactions, lessdeductions for:(a ) the costs of packing, transportation, importation, postage, shipping and handling charges, and other charges, such as insurance and customs duties, relating thereto;(b ) any sales, excise or value added taxes imposed on or charged to the selling party and any other charges imposedby a Governmental Authority upon the sale of such Product and actually paid;(c ) trade, quantity, prompt settlement or similar discounts ( including chargebacks and allowances ) actually granted, allowed or incurred in connection with the sale of such Product that are customary in the trade;(d ) amounts repaid or credited on account of price adjustments, rejection, outdating, billing errors, recalls or returnof such Product;(e ) bad debts that have been written off within twelve ( 12 ) months after the date of invoice ; and(f ) rebates, reimbursements, fees or similar payments to ( i ) wholesalers and other distributors, pharmacies and otherretailers, buying groups ( including group purchasing organizations ), health care insurance carriers, pharmacy benefitmanagement companies, health maintenance organizations, Governmental Authorities, or other institutions or healthcare organizations ; or ( ii ) to patients and other Third Parties arising in connection with any program applicable to aProduct under which [COMPANY], its Affiliates, or its sublicensees provides to low income, uninsured or other patientsthe opportunity to obtain [COMPANY] ’s pharmaceutical products at no cost or reduced cost