definiens: means, with respect to a certain time period, all revenues recognized in accordance with GAAPconsistently applied, which are received from sales of Licensed Products sold by or for [COMPANY], its Affiliates and itsSublicensees in arm’s - length transactions to Third Parties ( but not including sales relating to transactions betweenAmylin, its Affiliates and/or its respective Sublicensees and agents ) during such time period, less the total of thefollowing estimated and/or incurred charges or expenses : ( a ) trade, cash, prompt payment and/or quantity discounts;(b ) returns, allowances and rebates, and chargebacks, other allowances or payments to government agencies;(c ) retroactive price reductions applicable to sales of such Licensed Product ; ( d ) reasonable fees paid to distributors, selling agents ( excluding any sales representatives of [COMPANY] or any of its Affiliates ), group purchasing organizationsand managed care entities ; ( e ) bad debt ; ( f ) freight, shipping, packing and insurance ; and ( g ) nonrecoverable sales andother taxes based on sales prices ( excluding income taxes ) to the extent paid by [COMPANY], its Affiliates orSublicensees ( and not reimbursed by a Third Party ) ; provided that the amounts in subsections ( f ) and ( g ) in theaggregate do not exceed [ * ] % of total revenues recognized for such time period for the sale of Licensed Products