definiens: means the gross amounts received by COMPANY or its SUBLICENSEES(as applicable ) for sales of LICENSED PRODUCTS to third parties that are not affiliates orSUBLICENSEES of the selling party ( unless such affiliate or SUBLICENSEE is the * * * Confidential Treatment Requested 2.end user of such LICENSED PRODUCT, in which case the amount billed therefor shall be deemed to be the amount that would be billed to a third party in an arm’s - length transaction ), less the following items, as allocable to such LICENSED PRODUCT ( if not previously deducted from the amount invoiced ): ( i ) trade discounts, credits or allowances ; ( ii ) credits or allowances additionallygranted upon returns, rejections or recalls ; ( iii ) freight, shipping and insurance charges ; ( iv ) taxes, dutiesor other governmental tariffs ( other than income taxes ) ; and ( v ) government mandated rebates . ”1.9 means those efforts, consistent with theexercise of prudent scientific and business judgment, that would typically be devoted in thebiopharmaceutical field to products of similar market potential, profit potential or strategic value, in view ofconditions then prevailing and taking into account that scientific, technical, regulatory or businessconsiderations may, in the absence of delay caused by COMPANY, make it commercially reasonable tocease, delay or modify research, discovery, development, regulatory or government - directed activitiesfor a product