definiens: means ( a ) the gross i nvoice price charged and ( subject to applicable securities laws ) any Stock Consideration Proceeds r eceived by the Licensee or the gross invoice price charged by a sublicensee for a Licensed Product or Licensed Se rvice, or ( b ) in those instances where the Licensed Product or Licensed Service is combined in any manner with any other product or service, the average gross invoic e price charged for such Licensed Product or Licensed Servi ce when sold separately over the relevant quarter ( or, if not sold separately, the amount reasonably determined b y Licensee by reasonably allocating the total amoun t received between the Licensed Product or Licensed S ervice and other matter based on the respective val ue and manufacturing costs thereof ), less the following it ems, but only to the extent that they actually pert ain to the disposition of such Licensed Product or Licensed Se rvice, and are separately identified ): i allowances actually granted to customers for reje ctions, returns, or prompt payment or volume discounts ; 5 [ * * * ] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACT ED AND SEPARATELY FILED WITH THE COMMISSION