definiens: shall mean the gross amount invoiced for bona fide arms ’ lengthsales of IO Licensed Products in the Field in the Territory by or on behalf of a Party or its Affiliatesor Sublicensees to Third Parties, less the following deductions, determined in accordance withsuch Party ’s Accounting Standards, consistently applied:(a ) normal and customary trade, cash, quantity and free - goods allowancesgranted and taken directly with respect to sales of such IO Licensed Products;(b ) amounts repaid or credited by reason of defects, rejections, recalls, returns, rebates, allowances and billing errors;(c ) chargebacks and other amounts paid on sale or dispensing of IOLicensed Products;(d ) Third Party cash rebates and chargebacks related to sales of IOLicensed Products, to the extent allowed;(e ) retroactive price reductions that are actually allowed or granted;(f ) compulsory refunds, credits, rebates and co - pay assistance directlyrelated to the sale of IO Licensed Products, accrued, paid or deducted pursuant to agreements(including, managed care agreements ) or governmental regulations;(g ) freight, postage, shipment and insurance costs ( or wholesaler fees inlieu of those costs ) and customs duties incurred in delivering IO Licensed Products that areseparately identified on the invoice or other documentation;(h ) sales taxes, excess duties, or other consumption taxes and compulsorypayments to Governmental Authorities or other governmental charges imposed on the sale of IOLicensed Products, which are separately identified on the invoice or other documentation ; and(i ) as agreed by the Parties, any other specifically identifiable costs orcharges included in the gross invoiced sales price of such IO Licensed Product falling within15Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality . Such omitted portions, which are marked with brackets and three asterisks [ * * * ], have been separately filed with the Commission