definiens: means, with respect to any Licensed Product, the gross amount of monies billed in arm’s - length transactions by aParty, an Affiliate of such Party, or any permitted Sublicensee ( or such Sublicensee ’s Affiliates ) ( all of the foregoing persons and entities, forpurposes of this definition and Sections 8.4, 8.6, and 8.7 ), shall be considered a ) for sales of such Licensed Product to a ThirdParty, less the sum of the following ( to the extent separately stated on the invoice, actually paid or credited by Company and its Affiliates andSublicensees in effecting such sale and not reimbursed by any Third Party):(a ) discounts ( including cash discounts and quantity discounts ), cash and non - cash coupons, retroactive price reductions, charge - back payments and rebates granted to managed care organizations or to federal, state and local governments, their agencies, and purchasersand reimbursers or to customers;(b ) credits or allowances actually granted upon claims, damaged goods, rejections or returns of such Product, including Productreturned in connection with recalls or withdrawals ; 6Certain information marked as [ * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitivelyharmful if publicly disclosed