definiens: means, with respect to a Licensed Product for any period, the total amount billed or invoiced onsales of such Licensed Product during such period by [COMPANY], its Affiliates, or Sublicensees in the applicable countries orjurisdictions in the Territory to Third Parties ( including wholesalers or Distributors ), in bona fide arm ’s length transactions, less the following deductions, in each case related specifically to such sales of such Licensed Product during such period andactually allowed and taken by such Third Parties and not otherwise recovered by or reimbursed to [COMPANY], its Affiliates, orSublicensees : ( i ) trade, cash and quantity discounts ; ( ii ) price reductions or rebates, retroactive or otherwise, imposed by, negotiated with or otherwise paidto governmental authorities or other payees ; 4 * * * Confidential material redacted and filed separately with the Commission