definiens: means, with respect to a Licensed Product, the gross amount invoiced by [COMPANY], its Affiliates or itssublicensees on sales or other dispositions of Licensed Products to Third Party customers, lessthe following deductions:(a ) Trade, cash or quantity discounts actually allowed and taken directly withrespect to such sales;(b ) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paiddirectly with respect to the production, sale, delivery or use of the Licensed Product ( excludingtaxes based on the income or profits of the selling party);(c ) Amounts repaid or credited by reason of rejections, defects, recalls or returnsor because of chargebacks, refunds, rebates or retroactive price reductions;(d ) Amounts written off as uncollectible in accordance with applicable AccountingStandards, consistently applied, provided that if any such written - off amounts are subsequentlycollected, such amounts shall thereupon be included in Net Sales;(e ) Price concessions either mandated by or negotiated with commercial orgovernmental payers ; and8Confidential materials omitted and filed separatelywith the Securities and Exchange Commission