definiens: means gross amounts invoiced by Collaborator or i ts Affiliates ( each, a ) for sales of Product ( in final labeled and packaged form, together with any component, agent, delivery device, or dispensing device required by the applicable Market ing Approval ) less the following : ( a ) actual bad d ebts related to Product ; ( b ) normal and customary trade, quantit y and cash discounts and any other adjustments, inc luding granted on account of price adjustments, billing er rors, rejected goods, damaged or defective goods, r ecalls, returns, rebates, chargeback rebates, reimbursement s or similar adjustments granted or given to wholes alers or other distributors, buying groups, health care insu rance carriers or other institutions, adjustments a rising from consumer discount and patient assistance programs, in each case actually allowed and taken directly by the Third Party customer with respect to sales of Product ; ( c ) any accrual in respect of sales of Product to any government ( including any agency or department thereof ) or wit h respect to any government - subsidized program or m anaged care organization ; ( d ) sales taxes or similar Taxes, including duties or other governmental charges i m posed on the sale of Product to the Third Party customer ( includ ing value added taxes or other governmental charges otherwise measured by the billing amount, but excluding any T axes imposed on or measured by the net income or pr ofits of the Selling Party ), to -7- Confidential material omitted and filed separately with the Commission