definiens: means the total amount invoiced or otherwise charged by Licensee or its Affiliates or its sublicensee on account of the final or end product sale of a Licensed Product to a non - Affiliate, less the following deductions to the extent actually incurred or allowed based upon the sale of such Licensed Product : ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such non - Affiliate for spoiled, damaged, out dated and returned Licensed Product ; ( b ) freight and insurance costs for transporting such Licensed Product, to the extent invoiced to the purchaser ; ( c ) sales, value - added and other direct taxes on the sale of the Licensed Product ; ( d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Licensed Product ; ( e ) trade, cash, and quantity discounts off of the invoiced price and similar promotional discounts ( such as management fees required by hospital buying groups ) off the invoiced price, all to the extent consistent with normal practice in the industry ; ( f ) amounts reflecting retroactive price adjustments on sale of Licensed Products, to the extent not previously deducted from Net Sales ; and II = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT . MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED