definiens: means, with respect to a given period of time, the gross amount invoiced by [COMPANY] and its Affiliates, itsSub - Licensees and their distributors to bona fide Independent Third Party purchasers from the sale or distribution tobona fide Independent Third Parties of Product, provided such Product is covered by a Valid Claim, less the followingdeductions and offsets : ( A)normal and customary trade, cash and quantity discounts, allowances and credits actually allowedor paid, based on the invoiced price or net price to Independent Third Party purchasers, includingcash coupons and retroactive price reductions ; ( B)credits or allowances actually granted for damaged Products, returns or rejections of Product, priceadjustments and billing errors, in each case not in excess of the selling price of the Product ; ( C)reasonable and customary rebates, charge backs and discounts ( or equivalents thereof ), based onthe invoiced price or net price to Independent Third Party purchasers, granted to managed healthcare organizations, pharmacy benefit managers ( or equivalents thereof ), federal, state / provincial, local and other governments, their agencies and purchasers and reimbursers ; [ * * * ] Certain information in this document has been omitted and filed separately with the Securities and ExchangeCommission . Confidential treatment has been requested with respect to the omitted portions