definiens: shall mean, with respect to the sale of any Licensed Products to any Third Party, the invoice price of such Licensed Products billed to such Third Party, less, as calculated according to generally accepted accounting principles, ( i ) credits, allowances, discounts and rebates to and chargebacks for the account of such Third Party, and which are actually taken, for such Licensed Products ; ( ii ) freight and insurance charges invoiced for transporting such Licensed Products 10 such Third Party ; ( iii ) sales, value - added and other direct taxes incurred ; and ( iv ) customs duties, surcharges and other governmental charges incurred in connection with the -2 - Pa ~ elofl exportation or importation of such Licensed Product . In the event that a Licensed Product is sold as part of a kit ( e.g., an implant product plus a needle or other delivery device ) or otherwise in combination with another product ( ), then the invoice price and the above - listed deductions ( i)-(iv ) for the Licensed Product in the Licensed Product Kit shall be calculated by multiplying such invoice price less such deductions times the ratio A/(A+B ) where A is the list price of the Licensed Product and B is the list price(s ) of the other product(s ) in the Licensed Product Kit