definiens: means, with respect to a given period, the gross amount invoiced forsales of Licensed Products in the [COMPANY] Territory during such period, in arm ’s length sales by Agenusor its Affiliates or Sublicensees to Third Parties less, in each case solely to the extent relating to suchLicensed Products and solely to the extent actually incurred, allowed, paid, accrued or specificallyallocated to the gross amount invoiced, and determined in accordance with applicable financial reportingstandards:(a)normal and customary trade, cash and quantity discounts actually given, coupons actually taken, credits, price adjustments or allowances for damaged Licensed Product, returns or rejections of such Licensed Product;(b)adjustments, allowances, credits, fees, reimbursements, chargebackpayments and rebates ( or the equivalent thereof ) actually given for Licensed Products granted togroup purchasing organizations or other buying groups, managed health care organizations, pharmacy benefit management companies, health maintenance organizations or any otherproviders of health insurance coverage, health care institutions ( including hospitals ) or otherhealth care organizations, Third Party health care administrators or patient assistance or othersimilar programs, or to federal, state / provincial, local and other governments, including theiragencies, or to wholesalers, distributors or other trade customers ; [ * * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Commission