definiens: means, with respect to any Licensed Product, the gross amount invoiced by or on behalf of [COMPANY] andany [COMPANY] Affiliate or sublicensee for that Licensed Product sold to Third Parties ( other than sales to sublicensees for resale)in bona fide, arm’s - length transactions, less the following deductions, determined in accordance with the AccountingStandards as generally and consistently applied by [COMPANY], to the extent included in the gross invoiced sales price of anyLicensed Product or otherwise directly paid or incurred by [COMPANY], its Affiliates or sublicensees with respect to the sale ofsuch Licensed Product:(a ) Normal and customary trade and quantity discounts actually allowed and properly taken directly with respect tosales of such Licensed Product;(b ) Amounts repaid or credited by reason of defects, rejection, recalls, returns, rebates and allowances of goods, orbecause of retroactive price reductions specifically identifiable to such Licensed Product;(c ) Chargebacks and other amounts paid on the sale or dispensing of such Licensed Product;(d ) Amounts payable resulting from governmental ( or agency thereof ) mandated rebate programs;(e ) Third Party cash rebates and chargebacks related to sales of such Licensed Product, to the extent actuallyallowed;(f ) Tariffs, duties, excise, sales, value - added, and other taxes ( other than taxes based on income);(g ) Retroactive price reductions that are actually allowed or granted;(h ) Cash discounts for timely payment;(i ) Delayed ship order credits;(j ) Discounts pursuant to indigent patient programs and patient discount programs, including, without limitation, and coupon discounts;(k ) All freight, postage and insurance included in the invoice price;(l ) Amounts repaid or credited for uncollectible amounts on previously sold units of such Licensed Product ; and - 6 -(m ) Deduction of [ * * ] percent ( [ * * ] % ) for distribution and warehousing expenses