definiens: means the gross amount invoiced by sanofi - aventis or its Affiliates or Sublicensees to ThirdParties in each country in the Territory for sales of each Licensed Product in such country during the period in which royaltiesare payable hereunder with respect to sales of such Licensed Product in such country, less the following deductions from suchgross amounts absorbed or accrued with respect to such gross amounts : ( a ) trade, cash and/or quantity discounts allowed andtaken directly with respect to such sales, or reflected in the invoiced amount ; ( b ) excise, sales and other consumption taxes(including VAT on the sale of Licensed Products and excluding taxes based on income ) and custom duties imposed upon andpaid directly by sanofi - aventis with respect to the Licensed Products, to the extent included in the invoice price ; ( c ) freight, insurance and other transportation charges, to the extent included in the invoice price ; ( d ) amounts repaid or credited byreason of returns, rejections, defects or recalls, chargebacks, retroactive price reductions, refunds and billing errors ; and ( e)compulsoryA-6payments and rebates directly related to the sale of Licensed Products, accrued, paid or deducted, pursuant to agreements(including, but not limited to, managed care agreements ) or governmental regulations