definiens: means the gross amount invoiced on sales of the Product by [COMPANY], or its Affiliates or Sublicensees, tounrelated Third Parties less deductions for the following items, as allocable to such Product ( if not previously deducted fromthe amount invoiced ) and consistent with customary business practices:(a ) any rebates, quantity, trade and cash discounts;(b ) charge - back payments and rebates granted to managed health care organizations or to federal, state, and local governments, their respective agencies, purchasers, or reimbursers, including mandatory rebates;(c ) retroactive price reductions, credits or allowances actually granted upon rejections or returns of Products, including forrecalls or damaged goods;(d ) a reasonable allowance for bad debts relating to the Product, taken in accordance with U. S. Generally AcceptedAccounting Principles, consistently applied;(e ) freight, insurance, data and other charges or fees related to the shipping or handling of Licensed Products or servicesprovided in connection with the shipping or handling of Licensed Products ( to the extent borne by the Party ) and inventorymanagement fees, discounts or credits ; provided that the cumulative annual amount of such deductions under this paragraph(e ) shall not exceed three percent ( 3 % ) of the cumulative annual gross sales ; and(f ) sales taxes, excise taxes, use taxes, tariffs and import / export duties, or other governmental charges actually due or incurredwith respect to such sales, including value - added taxes . All such discounts, allowances, credits, rebates and other deductionsshall be fairly and equitably allocated to the Product and other products or services of [COMPANY], and its Affiliates orSublicensees, such that the Product does not bear a disproportionate portion of such deductions . The transfer of Product byIgnyta to an Affiliate or Sublicensee of [COMPANY] shall not be considered a sale . Every other commercial use or disposition of aProduct by [COMPANY] or its Sublicensees in barter or other transactions ( other than dispensing of reasonable and customaryquantities of promotional samples, for testing or trials, or for compassionate use ) shall be considered a sale of - 6 -CONFIDENTIAL TREATMENT REQUESTED . OMITTED PORTIONS ARE MARKEDWITH [ * * * * * ] AND HAVE BEEN FILED SEPARATELY WITH THE SEC