definiens: shall mean, with respect to a License Agreement ( as defined in Section 14.2(d ) ), the gross amounts charged for sales of Licensed Products by a Party, its Affiliates ( which, solely for purp oses of this definition and Section 14.3 and any License Agreement, shall, notwithstanding the proviso in the definition of Affiliates under Section 1.1, include any subsidiaries or other entities in which the Party or its Affiliates owns a majority of the ordinary voting power necessary to elect a majority of the board of directors or other governing board, whether or not such Party or Affiliate is restricted from electing such majority by contract or otherwise ) 14 < PAGE > and/or its sublicensees, as appropriate, to Third Parties, less the sum of ( a ) and ( b ) where ( a ) is a provision for ( i ) reasonable trade, cash and quantity discounts ( other than price discounts granted at time of invoice and which are already reflected in the determination of the amount charged ), ( ii ) credits or allowances actually given or made for rejection or return of, previously sold products or for rebates or retroactive price reductions ( including Medicaid, Medicare, government, commerci al and similar types of rebates ), ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount ( excluding income and franchise taxes ), as adjusted for rebates and refunds, ( iv ) charges actually incurred for freight and insu rance directly related to the distribution of the Licensed Product ( excluding amounts reimbursed by Third Party customers ), ( v ) reasonable credits or allowances actually given or made for wastage replacement and ( vi ) reasonable allowances for bad debt ; and ( b ) is a periodic adjustment of the provision determined in ( a ) to reflect amounts actually incurred for ( i ), ( ii ), ( iii ), ( iv ), ( v ) and ( vi ) . Royalty -Bearing Sales for Combination Products shall be based on the Combination Product Amount