definiens: shall mean the total of the gross monetary amounts invoiced and collected by [COMPANY] forLicensed Products ( or that portion of the value of any combination product attributed to a Licensed Product includedtherein ) used, manufactured, directly sold or directly distributed by [COMPANY], less ( a ) the sum of the following actual andcustomary deductions where applicable : cash, trade, or quantity discounts ; sales, use, tariff, import / export duties or otherexcise taxes, and any other governmental taxes imposed on particular sales ; transportation charges and allowances;commissions to third party sales agents ; and credits to customers because of rejections or returns and ( b ) any accruedOmeros IP Legal Fees ( as defined below ) not previously deducted . For purposes of this paragraph, the acquisition ofLicensed Products from [COMPANY] as part of an acquisition of all or a substantial part of the assets of [COMPANY] ’ business towhich this Agreement pertains shall not be considered a manufacture, sale or distribution