definiens: means the gross invoice price of any Licensed Product sold by ( i ) [COMPANY] or, ( ii ) with respect to aSublicensee making sales pursuant to Section 3.4.1, a Sublicensee, or ( iii ) with respect to payments by [COMPANY] pursuant toSection 4.5.3 or Section 10.4.3, [COMPANY], its Affiliates and Sublicensees, in each of ( i ), ( ii ) and ( iii ), to a Third Party ( otherthan a Sublicensee ) after deducting, if not previously deducted, from the amount invoiced or received : ( A ) ordinary and customary trade and quantity discounts actually allowed by [COMPANY] ( or the Sublicensee ), other thanearly pay cash discounts ; ( B ) returns, rebates and chargebacks ; ( C ) retroactive price reductions that are actually allowed or granted by [COMPANY] ( or the Sublicensee ) ; and ( D ) a fixed amount equal to * percent ( * % ) of the amount invoiced to cover bad debt, sales or excise taxes, earlypayment cash discounts, transportation and insurance, custom duties, and other governmental charges