definiens: means, with respect to Licensed Products or Follow - On Products, as the case may be, the gross amounts billed or invoiced by or on behalf of Kolltan, its Affiliates or its Sublicensees to Third Parties thatare not Sublicensees for the sale or other transfer for consideration of Licensed Products or Follow - On Product, asapplicable, less the following deductions, determined in each case in accordance with the Accounting Standards : ( a ) normal and customary trade, quantity or prompt settlement discounts allowed andtaken ; 10 ( b ) refunds, chargebacks and any other allowances given and taken which effectivelyreduce the gross amounts billed or invoiced ; ( c ) product returns, credits, allowances and bad debt write - offs ; ( d ) rebates, reimbursements, fees, taxes or similar payments to ( i ) wholesalers andother distributors, pharmacies and other retailers, buying groups ( including group purchasing organizations ), healthcare insurance carriers, pharmacy benefit management companies, health maintenance organizations, governmentalentities, or other institutions or health care organizations to the extent actually paid or credited ; or ( ii ) patients andother Third Parties arising in connection with any program that provides low income, uninsured or other patients theopportunity to obtain discounted Licensed Products or Follow - On Product, as applicable ; ( e ) discounts mandated by, or granted to meet the requirements of, Applicable Law, including required chargebacks and retroactive price reductions ; ( f ) transportation, freight, postage charges and other charges such as insurance, relating thereto, in each case included as a specific line item on a bill or an invoice to such Third Parties ; and ( g ) taxes, excises or other governmental charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included as a specific line item on a bill or an invoice tosuch Third Parties