definiens: means in relation to any Licensed Product, the gross invoice price of Licensed Products sold, leased or disposed of by or on behalf of [COMPANY] ( including by any [COMPANY] Affiliate or [COMPANY] Sublicensee ) to independent third parties in arm 's length transactions exclusively for money or where a transaction is not at arm 's length the price which would have been invoiced if the transaction had been at anns length less the following deductions applicable to the Licensed Product for : ( a ) transportation charges and insurance charges paid by or on behalf of [COMPANY] ( or any [COMPANY] Affiliate or [COMPANY] Sublicensee ) ; ( b ) sales and excise taxes or customs duties paid by or on behalf of [COMPANY] ( or any [COMPANY] Affiliate or [COMPANY] Sublicensee ) or any other governmental charges imposed upon the sale of the Licensed Product and paid by or on behalf of [COMPANY] ( or any [COMPANY] Affiliate or [COMPANY] Sublicensee ) ( excluding income, corporation or similar taxes ) ; ( c ) fees paid to distributors, consignees or agents in connection with the sale of the Licensed Product ; ( d ) rebates and premiwns actually granted or allowed in connection with the sale ofa Licensed Product ; WRAGGE211446S881 vI ( pcDVIKEHJ ( e ) allowances or credits actually given to customers on account of governmental requirements, price differences, rejection, outdating, returns or recalls of the Licensed Product ; ( f ) quantity discounts, cash discounts or chargebacks actually granted in connection with the sale of the Licensed Product ; and ( g ) provisions for price reductions actually given after any sale of a product, for example but not by way oflirnitation for late delivery