definiens: means the gross amount invoiced by [COMPANY], Affiliates or sublicensees ( if applicable to a sublicense pursuant toSection 5.1(b ), 5.2(b ), 5.3(b ) or 5.4(b ) ) upon the first sale of a Royalty- Bearing Product under the Licensed Patents to a thirdparty who is not [COMPANY] ’ Affiliate, less the following to the extent not already reflected in the invoice price : ( i ) actual creditsfrom customers and/or resellers for damaged, out - dated, rejected or returned Product ; ( b ) actual freight and insurance costsincurred in transporting Products to customers ; and, ( c ) actual sales taxes and taxes or governmental charges incurred inconnection with the exportation or importation of the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEENOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OFTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED