definiens: means, with respect to the Product, the gross amount invoiced by Licensee or its Affiliates orSublicensees for sales or other disposition of the Product in the Territory, less deductions for : ( i ) transportationcharges, including insurance actually paid ; ( ii ) sales and excise taxes and duties paid or allowed by a selling party andany other governmental charges imposed upon the production, inspection, use or sale of the Product ; ( iii ) anydistributors fees, rebates or allowances, quantity or cash discounts, chargebacks, or fees actually granted in theordinary course of business ; and ( iv ) allowances or credits to customers, not in excess of the selling price of theProduct, on account of governmental requirements, rejection, outdating or return of the Product . For the purpose ofcalculating Net Sales, the Parties recognize that Licensee ’s, its Affiliates ’ or Sublicensees ’, customers may includeparties in the chain of commerce who enter into agreements with Licensee, its Affiliates or Sublicensees, as to priceeven though legal title to the Product does not pass directly from Licensee, its Affiliates or Sublicensees, to suchcustomers, and even though payment for such Product is not made by such customers to Licensee, its Affiliates orSublicensees, and that in such cases, chargebacks paid by Licensee, its Affiliates and Sublicensees, to or through aThird Party ( such as a wholesaler ) can * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,AS AMENDED