definiens: means the actual gross amount invoiced by [COMPANY], or its Affiliate or sublicensee, forsales or other commercial disposition of a Licensed Product, in a bona fide, arms - length transaction to aThird Party purchaser ( including distributors ), less the following accrual based deductions to the extentdirectly applicable to such sales and which are not already reflected in such gross amount invoiced : • normal and customary rebates, quantity, trade and cash discounts to customers actually allowedand properly taken ; • governmental and other rebates, chargebacks or administrative fees ( or equivalents thereof)granted to managed health care organizations, pharmacy benefit managers ( or equivalents thereof)or to national, federal, state, provincial, local and other governments, their respective agencies, purchasers and reimbursers or to trade customers actually allowed and properly taken ; • retroactive price reductions, credits or allowances actually granted upon rejections, destruction orreturns of such Licensed Product, including for recalls or damaged goods ; • freight, postage, shipping and insurance charges actually allowed or paid for delivery of suchLicensed Product, to the extent included in the gross sales price ; wholesalers ’ distribution feesactually paid, and fees actually paid for services or commissions to Third Party distributors, brokers or agents, other than sales personnel, sales representatives and sales agents employed byor on behalf of [COMPANY], its Affiliates or sublicensees ; * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,AS AMENDED