definiens: means, in the case of sales by or for the benefit of [COMPANY], its Affiliates and itsSublicensees ( the ) to independent, unrelated persons in bona fide arm ’s lengthtransactions ( except as provided below with respect to clinical trial samples ), the gross amountbilled or invoiced by Seller with respect to the Licensed Product, during the Royalty Term, lessthe following deductions ( ): ( a ) trade, cash, promotional and quantity discounts consistent with Servier’spractices in the relevant country;(b ) taxes on sales ( such as excise, sales or use taxes or value added tax ), to theextent added to the sales price;(c ) taxes on sales of pharmaceutical specialties reimbursed pursuant to agovernment health service, health insurance, social insurance or similar social services program, to the extent added to the sales price;(d ) freight, insurance, packing costs and other transportation charges to the extentadded to the sales price;(e ) amounts repaid or credits taken by reason of rejections, defects or returns orbecause of retroactive price reductions, or due to recalls or Applicable Laws requiring rebates;(f ) free goods;(g ) rebates taken by or fees paid to distributor, warehousing, pick, pack generaldistribution costs, wholesaler management fees in total not to * * of the aforesaid gross amounts;(h ) chargeback payments and rebates and/or discounts on sales of LicensedProducts given to health insurance and other types of payers in any given country of the ServierTerritory due to specific agreement ( type of agreements ) involving the LicensedProducts consistent with [COMPANY] ’s practices in the relevant country;(i ) the actual amount of any write - offs for bad debt ; provided with respect to suchwrite - off that an amount subsequently recovered or reversed with respect to such write - off will betreated as Net Sales in the quarter in which it is recovered or reversed ; and(j ) any other specifically identifiable amounts included in gross amounts invoicedfor the Licensed Products, to the extent such amounts become customary deductions from netsales calculations in the pharmaceutical or biotechnology industries in the applicable country forreasons substantially equivalent to those listed above, after the Restatement Date