definiens: means the gross amount invoiced by or on behalf of Clovis, its Aﬃliates and theirrespective Sublicensees ( each, a ) for sales of Product to unaﬃliated Third Parties, less thefollowing deductions if and to the extent they are included in the invoiced gross price of the Product orotherwise directly incurred by the Selling Party with respect to such sales:(a ) reasonable credits or allowances, if any, on account of price adjustments, recalls, rejection or return of Product previously sold;(b ) import taxes, export taxes, excises, sales taxes, value added taxes, consumption taxes, duties or other taxes imposed upon and paid with respect to such sales ( excluding income or franchise taxesof any kind ) but only to the extent included in the invoiced sales price;(c ) rebates, trade, quantity and cash discounts;(d ) charges included in the gross sales price for freight, insurance, transportation, postage, handling and any other charges relating to the sale, transportation, delivery or return of Product to / from ( asapplicable ) non - Selling Parties ; and(e ) any mandatory discounts, rebates or other payments required by Applicable Law, including any governmental medical assistance programs, all as determined from the books and records of the Selling Party, maintained in accordance withGAAP or IFRS ( as applicable).10***Confidential Treatment Requested