definiens: means, in the case of sales by or for the benefit of [COMPANY], its Affiliates and its Sublicensees ( the ) to independent, unrelated persons in bona fide arm ’s length transactions ( except as provided below withrespect to clinical trial samples ), the gross amount billed or invoiced by Seller with respect to the Licensed Product, during the Royalty Term, less the following deductions ( ): ( a ) trade, cash, promotional and quantity discounts consistent with [COMPANY] ’s practices in therelevant country;(b ) taxes on sales ( such as excise, sales or use taxes or value added tax ), to the extent added tothe sales price;(c ) taxes on sales of pharmaceutical specialties reimbursed pursuant to a government healthservice, health insurance, social insurance or similar social services program, to the extent added to the sales price;(d ) freight, insurance, packing costs and other transportation charges to the extent added to thesales price;(e ) amounts repaid or credits taken by reason of rejections, defects or returns or because ofretroactive price reductions, or due to recalls or Applicable Laws requiring rebates;(f ) free goods;(g ) rebates taken by or fees paid to distributor, warehousing, pick, pack general distribution costs, wholesaler management fees in total not to * * of the aforesaid gross amounts;Confidential Treatment Requested ( h ) chargeback payments and rebates and/or discounts on sales of Licensed Products given tohealth insurance and other types of payers in any given country of the [COMPANY] Territory due to specific agreement ( type of agreements ) involving the Licensed Products consistent with [COMPANY] ’s practices in the relevantcountry;(i ) the actual amount of any write - offs for bad debt ; provided with respect to such write - off that anamount subsequently recovered or reversed with respect to such write - off will be treated as Net Sales in the quarter inwhich it is recovered or reversed ; and(j ) any other specifically identifiable amounts included in gross amounts invoiced for the LicensedProducts, to the extent such amounts become customary deductions from net sales calculations in thepharmaceutical or biotechnology industries in the applicable country for reasons substantially equivalent to thoselisted above, after the Effective Date