definiens: means the gross amount invoiced by a Party, itsAffiliate and Sublicensees for sales of Licensed Products to a Third Party ( includingDistributors but excluding, for the avoidance of doubt, Sublicensees ) less deductionsfor the following:(a ) customary trade, quantity discounts, including cash, settlementdiscounts, or chargebacks actually granted, allowed, or incurred in the ordinarycourse of business in connection with the sale of the Licensed Products;(b ) credits to customers, not in excess of the selling price of the LicensedProducts, on account of defects, rejection, recalls, or return of the Licensed Products;9Confidential Portions of this Exhibit marked as [ * * * ] have been omitted ( c ) Distributors ’ fees, rebates, or allowances actually granted or allowed, including without limitation government and managed care rebates;(d ) Indirect Taxes and excise taxes or customs duties paid by the sellingentity and any other governmental charges imposed upon the sale ; importation, useor distribution of the Licensed Products ; and(e ) transportation costs, distribution expenses, special packaging andrelated insurance charges actually incurred