definiens: means, with respect to the Licensed Product, the gross amount invoiced by [COMPANY] or itsAffiliates on sales or other dispositions of the Licensed Product to a Third Party less the sum of ( a ) commerciallyreasonable trade, cash and quantity discounts, ( b ) credit or allowances given or made for recall, rejection or return ofpreviously sold Licensed Products, ( c ) commercially reasonable rebates, chargebacks or retroactive price reductions,(d ) out of pocket charges for insurance, postage, handling, freight and other transportation costs which are invoiced byCerulean or its Affiliates, ( e ) government - mandated rebates and ( f ) customs, duties, surcharges, sales, transfer andother excise taxes levied on the sale, transportation, delivery or use of such Licensed Product, including any tax suchas a value added or similar tax or government charge, borne by the seller thereof, other than franchise or income taxof any kind whatsoever