definiens: means the gross consideration invoiced by Licensee or any of its Affiliates orSublicensees for Sales of Product ( including any cash amounts plus the fair market value of any otherforms of consideration ), less the following deductions ( to the extent included in and not alreadydeducted from the gross amounts invoiced or otherwise charged to the extent reasonable andcustomary ): 1.19.1 trade discounts, including trade, cash and quantity discounts or rebates, credits or refunds ; 1.19.2 allowances or credits actually granted upon claims, returns or rejections of products, includingrecalls, regardless of the party requesting such recall ; 1.19.3 charges included in the gross sales price for freight, insurance, transportation, postage, handling and any other charges relating to the sale, transportation, delivery or return of suchProduct ; 1.19.4 amounts deemed to be uncollectible due to non - payment and actually written off in accordancewith GAAP ( ) relating to Sales of Products during the applicable calculation period, net of subsequent recoveries ; CONFIDENTIAL3 EXECUTION COPY [ * * * ] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission