definiens: means, on a Product - by - Product bas is, the gross amount invoiced by Licensee, an Affiliate of Licensee, a non - Sublicens ee Permittee or a Sublicensee ( each, a ), or received by a Selling Party or its Affiliate despit e the absence of an invoice, for disposition of a p articular Product to a Person who is not an Affiliate of such Selling Party, less the following deductions ( the ): 4 Exhibit 10.4 i. Trade, cash and quantity discounts ; ii . Discounts, refunds, rebates actually taken, char gebacks, retroactive price adjustments, and any oth er allowances which effectively reduce the net selling price ( other tha n such which have already diminished the gross amou nt invoiced ), including Medicaid, institutional and governmental rebates ( other than such which have already diminis he d the gross amount invoiced ) ; iii . Credits or allowances granted on returns or rej ections of Product actually sold ; iv . Amounts invoiced for Product sales but actually written off in good faith as uncollectible ( net of any recoveries on written - off debt ) ; v. Shipping, handling, freight, postage, insurance a nd transportation charges, but all only to the exte nt included as a separate line item in the gross amount invoiced ; vi . Any tax imposed on the production, sale, deliver y or use of the Product, including import, export, sales, use, excise or value added taxes and customs and duties, but all o nly to the extent included as a separate line item ( e.g., ) in the gross amount invoiced ; and vii . Any credits or allowances given or made with re spect to wastage replacement