definiens: means, with respect to Company Products, the gros s amounts invoiced in arm ’s length transactions by the Company or its Affiliates or Licensees to th ird parties for sales of such Company Product, less good faith estimates of the following deductions to the extent specifically relating to sales of such Company Pro ducts, which will be adjusted to reflect actual deductions on a periodic basis ( no less frequently than annua lly ): a ) discounts ( including trade, quantity, and cash d iscounts ) actually allowed, cash and noncash coupon s, and retroactive price reductions ( including to gove rnmental entities or agencies, purchasers, reimburs es, customers, distributors, wholesalers, and group pur chasing and managed care organizations or entities ( and other similar entities and institutions ) ; b ) credits or allowances, if any, on account of pri ce adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold ( inc luding Company Products returned in connection with recalls or withdrawals ) and amounts written off by reason of Bad Debt ; provided, that if the debt is [ hereafter paid, the corresponding amount will be a dded to the Net Sales of the period during which it is paid ; c ) rebates ( or their equivalent ), administrative fees, and any other similar allowances granted by Compan y, its Affiliates or Licensees ( including to governmen tal authorities, purchasers, reimbursers, customers, distributors, wholesalers, and managed care organiz ations and entities ( and other similar entities and institutions ) that effectively reduce the selling p rice or gross sales of the Company Products ; d ) insurance, customs charges, freight, postage, sh ipping, handling, and other transportation costs in curred by Company, its Affiliates or Licensees in shipping Company Products : e ) to the extent not already deducted or excluded f rom the gross amounts invoiced, import taxes, expor t taxes, excise taxes, sales taxes, value - added taxes, consumption taxes, dutis or other taxes levied on, absorbed, determined, and/or imposed with respect t o such sales, including pharmaceutical excise taxes ( such as those imposed by the United States Patient Protection and Affordable Care Act of 2010 ( Pub