definiens: means the amount invoiced by Licensee and its Affiliates to Third Parties for ( i)Procedures utilizing the Licensor IP ; ( ii ) sublicenses of the Licensor IP ; ( iii ) sales of Products based upon theLicensor IP ; and ( iv ) other payments derived from the use of the Licensor IP, but, with regard to ( i ) through ( iv ), only tothe extent monies are actually received by Licensee and/or its Affiliates . In no event will include(a ) trade discounts, credits or allowances ; ( b ) credits or allowances granted upon returns, rejections or recalls ; ( c)amounts payable resulting from governmental ( or any agency thereof ) mandated rebate programs ; ( d ) chargebacksand other amounts paid on the sale or dispensing of Procedures or Products ; ( e ) taxes, tariffs and duties ; ( f)transportation, freight, postage, importation, insurance and other handling expenses ; ( g ) delayed ship order credits ; ( h)discounts pursuant to indigent patient programs and patient discount programs and coupon discounts ; ( i ) amountsreceived from Licensor or its Affiliates ; ( j ) amounts received as grants from any governmental body, quasi - governmental body or foundation ; or ( k ) amounts received from Third Parties in connection with clinical trials