definiens: means, with respect to a particular Licensed Product in a particularperiod, the gross amounts invoiced by Company, Sublicensees, Designees, and/or their respectiveAffiliates on sales or other dispositions ( excluding sales or dispositions for use in clinical trials or otherscientific testing, in either case for which Company, Sublicensees, Designees, or their respectiveAffiliates receive no cash consideration and excluding transfers or sales between or among Company, Sublicensees, Designees, or their Affiliates intended for resale to a Third Party ) of such LicensedProduct to unrelated Third Party end - users during such period in the Field in the Territory, less thefollowing deductions : ( i ) customary trade, quantity or cash discounts, and other adjustments, which includes those grantedon account of rebates, price adjustments, billing errors, recalls, returns, and chargebacks, all of whichare actually allowed and taken directly with respect to such sales or other dispositions ; ( ii ) tariffs, duties, excise, value added taxes, sales taxes or other taxes or governmental charges imposed uponand paid directly with respect to the delivery, sale, turnover or use of the Licensed Product andincluded and separately stated in the applicable invoice ( excluding national, state, or local taxes basedon income ) ; ( iii ) allowances for amounts repaid or credited by reason of rejections, defects, recalls orreturns or because of reasonable and customary chargebacks, refunds, coupons, patient co - paysavings cards or rebates ; ( iv ) freight, insurance, and other transportation costs included in andseparately stated in the applicable invoices and actually paid by a Third Party ; ( v ) non - affiliatedbroker ’s or agents ’ commissions actually allowed and taken ( not including, for the avoidance of doubt, the internal sales force of Company, Sublicensees, Designees or their Affiliates ) ; and ( vi ) uncollectibleamounts that have been written off in the accounting records of the Company in accordance with U.S