definiens: means ( I ) with respect to an IPI-1 45 Product ( subject to clause ( II ) below, for a Combination Product ) in a particular period, the gr oss amount invoiced by Licensee, its Affiliates and /or the Sublicensees on sales or other dispositions ( exclud ing sales or dispositions for use in clinical trial s or other scientific testing, in either case for which Licens ees, its Affiliates and/or the Sublicensees receive no revenue ) of such IPI-145 Product to unrelated Third Parties dur ing such period, less the following deductions ( to the extent included in the gross amount invoiced or otherwise directly paid or incurred by Licensee, its Affiliat es and/or its Sublicensees ): ( a)trade, cash and quantity discounts actually allo we d and taken directly with respect to such sales or other dispositions ; ( b)tariffs, duties, excises, sales taxes or other t axes imposed upon and paid directly with respect to the delivery, sale or use of the IPI-145 Product and included and separately stated in the applicab le invoice ( excluding national, state or local taxes based on income ) ; ( c)allowances for amounts repaid or credited by rea son of rejections, defects, recalls or returns or because of reasonable and customary chargebacks, refunds, coupons, patient co - pay savings cards, re bates ( including related administration fees ), wholesaler fee for service, reasonable amounts of physician s amples, reasonable amounts of free products given to indige nt patients, retroactive price reductions or any ot her items substantially similar in character and substance to the foregoing, with equitable adjustments to be ma de from time to time for any differences between these allowance s and actual amounts ; ( d)amounts previously included in Net Sales of IPI- 145 Products that are written - off by Licensee as uncollectible in accordance with Licensee ’s stan dard practices for writing off uncollectible amount s consistently applied ; and ( e)freight, insurance and other transportation char ges incurred in shipping an IPI-145 Product to Third Parties, included and separately stated in th e applicable invoice ; and ( II ) with respect to an IPI-145 Product that is a Combination Product in a particular period, Net Sales of such Combination Product during such period ( as determin ed in accordance with clause ( I ) ) multiplied by ( a ) the fraction, A/(A+B ), where A is the average sale pric e of the IPI-145 Product when sold separately in fi nished form and B is the average sale price of the other active pharmaceutical ingredients included in the Combina tion Product when sold separately in finished form or ( b ) where the average sale price can not be determined for bot h the IPI-145 Product and all other active pharmaceutical ing redients included in such Combination Product, the fraction, C/(C+D ), where C is the fair market value of the IP I-145 Product and D is the fair market value of all other active pharmaceutical ingredients included in the Combinat ion Product ( and in such event, Licensee will in go od faith make a determination of the respective fair market values of the - 10 - THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT O F A CONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKED WITH [ * * * ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE C OMMISSION