definiens: means with respect to a Licen sed Product, the gross amount billed or invoiced by or for the benefit of Zai and its Affiliates, licensees and sublicensees ( each of the foregoing, a ) to independent, unrelated persons ( ) in bona fide arm ’s length transactions with respec t to such Licensed Product, less the following deductions, in each case to the extent actually allowed and taken by such Buyers and not otherwise recovered by or reimbursed to Seller in connection with such Licensed Product : ( a)transportation charges and o ther charges directly related thereto, such as insurance, in each case, to the extent actually incurred ; ( b)sales, excise taxes [ * * * ] paid by the Seller and any other governmental charges or taxes imposed specifically upon the sale of such Licensed Produc t and actually paid ; ( c)discounts and chargebacks actually granted, allowed or incurred in connection with the sale of such Licensed Product that are not otherwise attributable to other products of Zai and its Affiliates ; ( d)allowances or credits to such Buyer actually given and not in excess of the selling price of such Licensed Product on account of rejection, outdating, recalls or return of such Licensed Product ; ( e)amounts written off by reason of uncollectible debt if and when actually written off or allowed, after commercially reasonable debt collection efforts have been exhausted, provided that such amounts shall be added back to Net Sales if and when collected ; and ( f)rebates, reimbursements, fees or similar payments to wholesalers and other distributors, pharmacies and other retailers, buying groups ( including group purchasing organizations ), health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, Governmental Authorities, or other institutions or health care organizations, where such payments are not attributable to other products of Zai and its Affiliates