definiens: shall mean the gross invoice price of Licensed Product . sold by Novarris, its Affiliates or sub - licensees to independent . non - Affiliate . third - party customers in bona fide . arms - length transactions . Jfrer deducting, if not previously deducted in the amount invoiced or received : ( a ) quantity and/or cash discounts actually allowed or taken : ( b ) freight . postage and shipping insurance invoiced to the ' customer ; ( c ) customs duties and taxes, if any, directly related to the sale ; ( d ) amounts repaid or credited by reason of rejections . rerurn of goods, reuoactive price reductions specifically identifiable as relating to Licensed Product ; provided . that, deductions due to retroactive price reductions in any Calendar Quarter shall not exceed fifty perc ~ nt ( 50 % ) of royalties being paid to TCS in such Calendar Quarrer ; ( e ) amounts incurred resulting from governmental ( or an agency thereof ) mandated rebate programs ; ( f ) third party rebates and chargebacks clearly related to the sale of Licensed Product to the extent actually allowed ; and ( g ) as agreed by the parties in writing, anr other specifically identifiable amounts included in Licensed Product 's gross sales that were or ultimately will be credited and that are substantially similar to those listed hereinabove