definiens: means, with respect to any period, the gross amounts invoiced by [COMPANY], its Affiliates orSublicensees, as applicable, to Third Parties for sales of the Product in the Field in the Territory, less the followingdeductions to the extent included in the gross invoiced sales price for the Product or otherwise directly paid orincurred by [COMPANY], its Affiliates or Sublicensees, with respect to the sale of the Product in the Territory:(i ) trade, quantity or cash discounts credits, adjustments or allowances, including those granted on account of priceadjustments, billing errors, rejected goods, or damaged goods ; ( ii ) rebates and chargebacks allowed, given or accrued(including, but not limited to, cash, governmental and managed care rebates, hospital or other buying groupchargebacks, and governmental taxes in the nature of a rebate based on usage 12 [ * * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . An unredacted version of thisexhibit has been filed separately with the Commission