definiens: shall mean, with respect to any Product, the gross amounts invoiced for sales or other dispositions of such Product by or on behalf of Partner or its Sublicensees, as applicable, to Third Parties ( other than Sublicensees ) less the following deductions to the extent included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by Partner or its Sublicensees, as applicable, with respect to the sale or other disposition of such Product : ( a ) normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of such Product ( provided that such discounts are not applied disproportionately to such Product when compared to the other products of Partner or its Sublicensee, as applicable ) ; ( b ) credits or allowances given or made for rejection of or return of previously sold Products or for retroactive price reductions and billing errors ; ( c ) rebates and chargeback payments granted to 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 such Product ; 709341 v2 / SD 8 EXECUTION COpy ( e ) taxes, duties or other governmental charges ( including any tax such as a value added or similar tax, other than any taxes based on income ) levied on or measured by the billing amount for such Product, as adjusted for rebates and refunds ; and ( I ) an allowance of up to 3 % for bad debts consistently applied in accordance with GAAP