definiens: shall mean the actual gross amount invoiced by [COMPANY], or its Affiliate orsublicensee, for sales or other commercial disposition of a Licensed Product, in a bona fide, arms - length transaction to a Third Party purchaser ( including distributors ), less the followingdeductions to the extent directly applicable to such sales and are separately billed as part ofsuch gross amount invoiced : a)normal and customary rebates, quantity, trade and cash discounts to customersactually allowed and properly taken ; b)governmental and other rebates, chargebacks or administrative fees ( or equivalentsthereof ) granted to managed health care organizations, pharmacy benefit managers(or equivalents thereof ) or to federal, state, provincial, local and other governments, their respective agencies, purchasers and reimbursers or to trade customers actuallyallowed and properly taken ; c)retroactive price reductions, credits or allowances actually granted upon rejections, destruction or returns of such Licensed Product, including for recalls or damagedgoods ; d)freight, postage, shipping and insurance charges actually allowed or paid for deliveryof such Licensed Product, to the extent included in the gross sales price;wholesalers ’ distribution fees actually paid, and fees actually paid for services orcommissions to Third Party distributors, brokers or agents, other than salespersonnel, sales representatives and sales agents employed by or on behalf of [COMPANY], its Affiliates or sublicensees ( or any Person in which a sublicensee has, or whichPerson has in such sublicensee, at least the level of ownership or control required tomeet the definition of in Section 1.1 ) ; * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933,AS AMENDED