definiens: shall mean the gross amounts invoiced by or on behalf of [COMPANY], its Affiliates and/or Sublicensees forsales of the Product to Third Parties ( other than Sublicensees ), less deductions actually incurred, allowed, paid, accrued andotherwise specifically identified as related to, and specifically allocated on a pro rata basis with [COMPANY] ’s ( or its Affiliate ’s orSublicensee ’s ) other products to, the Product by [COMPANY], its Affiliates and/or Sublicensees using GAAP applied on a consistentbasis for:(a ) trade, cash and quantity discounts or rebates actually allowed or taken;(b ) credits or allowances given or made for rejection of or return of previously sold Product ( including as a result ofrecalls, market withdrawals and other corrective actions ), for retroactive price reductions and billing errors, or otherallowances specifically identifiable as relating to the Product, including allowances and credits related to inventorymanagement or similar agreements with wholesalers;(c ) governmental and other rebates ( or equivalents thereof ) granted to or legally requested by and granted togovernmental bodies and/or managed health care organizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and other governments, their agencies and purchasers, and reimbursers, or to trade customers;(d ) costs of freight, insurance, and other transportation charges directly related to the distribution of the Product, tothe extent included in gross invoiced sales prices;(e ) taxes, duties or other governmental charges ( including any tax such as a value added or similar tax orgovernment charge other than an income tax ) levied on or measured by the billing amount for such Product, as adjusted forrebates and refunds;(f ) bad debt recognized by [COMPANY], its Affiliates and/or Sublicenses for accounting purposes as not collectible not toexceed [ * ] percent ( [ * ] % ) of the gross invoiced sales prices ; and(g ) any item substantially similar in character or substance to the foregoing