definiens: shall mean the gross amount invoiced and any other amounts or rebates received by a Party, itsAffiliates or Sublicensees for the worldwide sale of Collaboration Products or Licensed Products, as applicable, tobona fide independent Third Parties less, to the extent paid, allowed or given : 7(a ) outer packing, freight, postage, shipment or transportation charges and insurance costs relating thereto,(b ) sales, value added and excise taxes or customs duties, tariffs or surcharges paid by the selling Party, and any other governmental charges ( excluding income taxes ) incurred in connection with the sale or exportation ofthe Collaboration Products or Licensed Products, as applicable,(c ) reasonable distributors ’ fees, amounts repaid or credited, rebates ( including, without limitation, government - mandated rebates such as Medicaid charge backs or rebates ) or allowances ( including, without limitation, cash, credit or free goods allowances ), actually granted, allowed or incurred,(d ) trade and prompt payment discounts, quantity discounts, cash discounts or reasonable charge - backsactually granted, allowed or incurred in the ordinary course of business in connection with the sale of the CollaborationProducts or Licensed Products, as applicable, and(e ) reasonable allowances, refunds or credits to customers, not in excess of the selling price of theCollaboration Products or Licensed Products, as applicable, on account of rejection, damage, spoilage, outdating, recalls or return of, or price adjustments or billing errors regarding the Collaboration Products or Licensed Products, asapplicable