definiens: means, with respect to Finished Product Delivered by Seller to Purchaser, the aggregate grossamount billed or invoiced by all Payment Obligors to Third Parties ( including distributors but excluding other PaymentObligors ) for the sale of such Finished Product in the Territory, less the sum of the following, each to be determinedbased on reasonable estimates ( without duplication ): ( a ) trade, cash, quantity and prompt settlement discounts given in respect of such Finished Product ; ( b ) Taxes on sales ( such as sales, value added, or use taxes ) and customs and excise duties andother Taxes or duties to the extent added to the sale price and set forth separately as such in the total amountinvoiced or charged for such Finished Product ( but not including Taxes assessed against the income of the applicablePayment Obligor derived from such sale ) ; ( c ) freight, insurance, and other transportation charges, as well as any fees for services provided bywholesalers and warehousing chains to the extent related to the distribution of such Finished Product ; ( d ) allowances or credits given on account of returns, rejections, defects or recalls ( including due tospoilage, damage or expiration of useful life to the extent related to a recall ) of such Finished Product ; ( e ) price reductions, write - offs ( retroactive or otherwise including for bad debt ), shelf stock adjustmentson customer inventories following price changes, chargeback payments, reimbursements, and rebates actually given, paid, accrued or credited in connection with the sale of such Finished Product, including amounts repaid or credited to(i ) end users pursuant to rebate programs, ( ii ) governmental entities or ( iii ) managed care organizations ; provided, however, that if any amounts are written off, but subsequently collected, such subsequent collections shall beincluded in Net Sales in the Calendar Year in which such subsequent collections are made ; ( f ) the portion of administrative fees paid or accrued during the relevant time period to group purchasingorganizations or pharmaceutical benefit managers relating to such Finished Product ; [ * * * ] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission