definiens: means with respect to a Licensed Product, the gross amounts received by [COMPANY] and its Affiliates ( or, for purposes of Section 3.7 only, by a Sublicensee that is not an Affiliate ) for the Sale of the Licensed Product to unrelatedthird party purchasers, less the following deductions to the extent actually paid or allowed : 1.11.1 Repayments, allowances or credits actually given to such third parties for returned or defective Licensed Products ; 1.11.2 Freight, transportation, delivery, taxes and insurance costs incurred in transporting such Licensed Products to suchthird parties if separately itemized on the invoice paid by the third party ; 1.11.3 Quantity and other trade discounts actually allowed and taken in connection with the Licensed Products ; 1.11.4 Rebates or chargebacks attributable to the Licensed Products ; 1.11.5 Sales, value - added, use and other direct taxes ( other than income ) to the extent separately stated on purchaseorders, invoices or other documents of sale ; and 1.11.6 Customs and tariff duties and surcharges and other governmental charges incurred in connection with theexportation or importation of the Licensed Products