definiens: means, on a Product - by - Product basis, the gross amount invoiced on the last sale of theProduct(s ) by any member of the [COMPANY] Group or SGI Group, as applicable, to a Third Party, less reasonableand customary deductions for ( i ) actual credits or allowances granted for damaged Products, includingwithdrawals and recalls, returns or rejection of Products, price adjustments, and billing errors ; ( ii ) actualgovernmental and other rebates and chargebacks ( or equivalents thereof ) ; ( iii ) actual sales, value - added andother taxes ( but in the case of value added taxes only to the extent such taxes are not reimbursable orrefundable ) ; ( iv ) actual customs duties on sales made by such member of the [COMPANY] Group or the SGI Groupto the such Third Party ; ( v ) normal and customary trade, cash and quantity discounts, allowances, andcredits actually allowed or paid such Party ; ( vi ) commissions allowed or paid to Third Party distributors, brokers, or agents other than sales personnel, sales representatives, and sales agents employed by suchParty ; ( vii ) transportation costs, including insurance, for outbound freight related to delivery of Product to theextent included in the gross amount invoiced ; ( viii ) the actual amount of any write offs for bad debt directlyrelating to sales of Product in the relevant royalty reporting period ; and ( ix ) any other items actually deductedfrom gross invoiced sales amounts, in each case as reported by such Party in its financial statements inaccordance * * * CONFIDENTIAL TREATMENT REQUESTPortions denoted with asterisks have been omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment