definiens: means, with respect to Large - Scale Product, the gross amount invoiced by [COMPANY], its Affiliates andlor its sublicensees on sales or other dispositions of Large - Scale Product to Third Parties as an arms length -4 - BOSTON 1563394vl transaction without deceit or fraud, less the following deductions actually incurred : ( i ) Tariffs, duties, excises, sales taxes or other taxes imposed upon and paid directly by [COMPANY] ( its Affiliates ' or sublicensees ) with respect to the production, sale, delivery or use of the Large - Scale Product ( excluding national, state or local taxes based on income ), as reflected in the amount invoiced ; ( ii ) Amounts repaid or credited by reason of rejections, defects, recalls, outdating or returns, or because of chargebacks, refunds, rebates, allowances or retroactive price reductions, including without limitation, any of the foregoing that are payable in respect of federal, state or other governmental programs ; ( iii ) Quantity and/or cash discounts actually allowed and taken directly with respect to such sales, as reflected in the amount invoiced ; and ( iv ) Freight, insurance and other transportation charges incurred in shipping Large - Scale Product to Third Parties, as reflected in the amount invoiced