definiens: means the gross amount invoiced by TARCANTA, TARCANTA LTD ., their Affiliates or Sublicensees in connection with sales of the Licensed Products to any Person in the Territory that is not an Affiliate, subsidiary or Sublicensee of T ARCANT A or TARCANTA LTD ., after deduction of all documented trade, case and quantity credits, discounts, refunds, rebates and administrative fees, allowances or credits for returns, sales commissions, and prepaid freight, transportation insurance, sales taxes and other government charges ( including, without limitation, value - added taxes ), and less either ( a ) the documented, applicable Cost of Goods Sold for such Licensed Products, in the case of Licensed Products manufactured by or on behalfofTARCANTA orTARCANTA LTD ., or ( b ) the applicable Transfer Price paid to ClMAB, in the case of Licensed Products manufactured by on or on behalf I