definiens: shall mean gross amounts invoiced for sales of the Licensed Product in the Territory by LICENSEE, its AFFILIATES or sublicensees, as appropriate, to third parties, less the following items : ( i ) trade, quantity and cash discounts or rebates actua.lly allowed and taken and any other commercially reasonable adjustments, including, without limitation, those granted on account of price adjustments, billing errors, rejected goods, damaged goods and recall returns ; ( ii ) commercially reasonable credits, rebates, charge - back and prime vendor rebates, fees, sales commissions, reimbursements or similar payments granted or given to wholesalers and other distributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance organizations or other institutions or health care organizations ; ( iii ) any tax, tariff, customs duties, excise or other duties or other governmental charge ( other than an income tax ) levied on the manufacturing, sale, transportation or delivery of a Licensed Product and borne by the seller thereof ; ( iv ) payments or rebates paid in connection with sales of a Licensed Product to any govemmental or regulatory authority in respect of any state or federal NYCOIn7Z49ZI yl • Sublicense Agreement of December 24, 2001 by and between AOI Pharmaceuticals, Inc. and Prescient Neuropharma Inc