definiens: means the gross amount invoiced by [COMPANY] or itsAffiliates and Sublicensees for the sale of Licensed Products in the [COMPANY] Territory(excluding VAT ), less any of the following applicable deductions related to such sale, to theextent actually paid, granted or accrued and, except in the case of ( e ), included in the invoicedamounts:(a)normal, customary trade discounts ( including volume discounts ), credits, chargebacks, reductions, and rebates, and allowances and documented adjustments includingwithout limitation, those granted on account of price adjustments, billing errors, rejected goods, damaged goods, rejections, recalls, outdated products, returns granted or given to Third Parties(including, without limitation, in connection with any Regulatory Authority subsidized programs, in each event whether voluntary or required);(b)freight, shipping, insurance, sales, use, excise, value - added and similarcustoms, taxes, tariffs or duties imposed on such sale, transfer, or other disposition;(c)credits actually given or allowances actually made for wastagereplacement, governmental program rebates, indigent patient and similar programs to provideLicensed Product on a no - profit or at - cost basis, to the extent actually deducted from the grossamount invoiced and either not required to be paid by, or refunded to, the customer or otherpayor ; 7 ( d)amounts repaid or credits taken by reason of rejections, defects orreturns or because of retroactive price reductions ( to be clear, other than retroactive pricereductions granted as part of any collections efforts or to resolve uncollectible accounts ) or due torecalls or government laws or regulations requiring rebates ; and ( e)an allowance for bad debt and uncollectible accounts, not to exceed [ * * ] percent ( [ * * ] % ) of the gross amount invoiced and not to exceed the amount of the allowanceactually used by the invoicing entity to account for bad debt and uncollectible accounts withrespect to such invoiced amounts to prepare the invoicing entity ’s audited financial statements forfinancial reporting purposes