definiens: shall mean gross amounts invoiced in respect of sales of the Product in theTerritory by [COMPANY], its Affiliates or Sublicensees, as appropriate, to ThirdParties, less the following items : ( a ) trade, quantity and cash discounts or rebates actually allowedand taken and any other adjustments, provided that suchdiscounts or rebates are not applied disproportionately to theProduct as compared with other similar products of the sellingentity, including, without limitation, those granted on account ofprice adjustments, billing errors, rejected goods, damaged goodsand recall returns ; ( b ) credits, rebates, charge - back and prime vendor rebates, fees, reimbursements or similar payments granted or given towholesalers and other distributors, buying groups, health careinsurance carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or healthcare organizations ; ( c ) any tax, tariff, customs duties, excise or other duties or othergovernmental charge ( other than an income tax ) levied on thesale, transportation or delivery of the Product ; [ * ] CONFIDENTIAL TREATMENT REQUESTED, CERTAIN INFORMATION OMITTED AND FILED SEPARATELYWITH THE SEC