definiens: means LICENSEE ’s and its Affiliates ’ and sublicensees ’ billings for sales of : ( i ) LicensedProducts that are prescribed, based on data reasonably available to LICENSEE, for use in combination therapies that(A ) have achieved regulatory approval in the country in which such sale occurs and ( B ) are covered by one or moreValid Claims in such country ; and/or ( ii ) Licensed Services produced under this License Agreement and/ or(iii ) Licensed Products that incorporate Tangible Materials, less the sum of the following ( ): ( a ) Discounts actually allowed and granted ( including, without limitation, cash discounts, rebatesand quantity discounts ), retroactive price reductions, charge - back payments to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers ( a ) ; provided however, that whereany such Discount is based on sales of a bundled set of products in which such Licensed Product and/or LicensedProcess is included, the Discount shall be allocated to such Licensed Product or Licensed Process on a pro ratabasis based on the sales value ( i.e., the unit average selling price multiplied by the unit volume ) of the LicensedProduct or Licensed Services relative to the sales value contributed by the other constituent products in the bundledset, with respect to such sale ; ( b ) Credits or allowances actually granted upon claims, damaged goods, rejections or returns ofsuch Licensed Product, including such Licensed Product returned in connection with recalls or withdrawals ; ( c ) Freight out, postage, shipping and insurance charges for delivery of such Licensed Product ; ( d ) Taxes or duties levied on, absorbed or otherwise imposed on the sale of such LicensedProduct or Licensed Services, including, without limitation, value - added taxes, or other governmental chargesotherwise imposed upon the billed amount, as adjusted for rebates and refunds, to the extent not paid by a third party;and ( e ) Bad debts and uncollectible receivables provided that, in any calendar year, such deductionwill not exceed [ * * * ] of the total billings for sales of Licensed Products and Licensed Services sold in that year ; No deductions shall be made for commissions paid to individuals whether they be with independent sales agencies orregularly employed by LICENSEE and on its payroll, or for cost of collections