definiens: shall mean with respect to a particularProduct or Additional Product in a particular period, the gross amountsinvoiced by the Purchaser Persons on sales or other dispositions(excluding sales or dispositions for use in clinical trials or other scientifictesting, in either case for which no Purchaser Person receives cashconsideration and excluding transfers or sales between or amongPurchaser Persons intended for resale to a Third Party ) of such Product orAdditional Product to unrelated Third Parties during such period in theTerritory, less the following deductions : ( i ) customary trade, quantity orcash discounts, and other adjustments, which includes those granted onaccount of rebates, price adjustments, billing errors, recalls, returns, andchargebacks, all of which are actually allowed and taken directly withrespect to such sales or other dispositions ; ( ii ) tariffs, duties, excise, valueadded taxes, sales taxes or other taxes or governmental charges imposedupon and paid directly with respect to the delivery, sale, turnover or use ofthe Product or Additional Product and included and separately stated inthe applicable invoice ( excluding national, state, or local taxes based onincome ) ; ( iii ) allowances for amounts repaid or credited by reason ofrejections, defects, recalls or returns or because of reasonable andcustomary chargebacks, refunds, coupons, patient co - pay savings cardsor rebates ; ( iv ) freight, insurance, and other transportation costs includedin and separately stated in the applicable invoices and actually paid by aThird Party ; ( v ) non - affiliated broker ’s or agents ’ commissions actuallyallowed and taken ( not including, for the avoidance of doubt, the internalsales force of a Purchaser Person ) ; ( vi ) uncollectible amounts that havebeen written off in the accounting records51CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST