definiens: means the gross revenue and other consideration p aid or given to or received by or on behalf of Licensee or its Affiliates or Sublicensees for Lice nsed Products for the Intended Indication which are sold, leased or otherwise commercialized by or for Licens ee or any of its Affiliates or Sublicensees ; howeve r, sales or other transfers of Licensed Products ( a ) b etween Licensee and any Sublicensee and its respect i ve Affiliates ( except where such Affiliates or Sublice nsees are end users or consumers ) or ( b ) in connect ion with any sale of the Licensee ( including any asset sale to any acquirer ) shall in case of clauses ( a ) and/or ( b ) be excluded from the computation of Net Sales, and no payments will be payable to any Licensors on such sales or transfers, provided always that the r oyalties due under this Agreement are paid to the L icensors on the subsequent sale of the Licensed Product by t he relevant Affiliate or Sublicensee or acquirer ; i t being understood and agreed that shall be red uced by the following documented deductions directl y attributable to the sale of such Licensed Product : a. quantity and/or patient program discounts, retro active price reductions, charge - back payments and rebates actua lly granted to purchases of a Licensed Product ; 2 [ * ] = Certain confidential information contained in this document, marked by brackets, is omitted beca use it is both ( i ) not material and ( ii ) would be competitive ly harmful if publicly disclosed