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