definiens: means any tangible chemical or bio logical research materials that are provided or otherwise made available by one Party to the other Party for use in performance of the Development Pro gram ( including, without limitation, samples of DNA, RNA, clones, cells, proteins, tissue samples, animals, together with any components, derivatives or progeny thereof ) ; provided, however, that Materials shall not incl ude any Licensed Compounds or Licensed Products 1.33 means, with respect to any License d Product, all amounts invoiced or otherwise charge d for the sale, transfer or other disposition of such Licensed Product by a Party, its Affiliates, or an y permitted Sublicensee, less, to the extent actually incurred and attributable to such revenues, the following de ductions with respect to such sales to the extent that such amoun ts are either included in the billing as a line ite m as part of the gross amount invoiced, or otherwise documented in a ccordance with IFRS to be specifically attributable to actual sales of such Licensed Product : ( a ) discounts ( including, without limitation, cash discounts, quantity discounts and patient discount program discounts ), retroactive price reductions, c harge - back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers a nd reimbursers or to trade customers ( a ) whether in cash or trade ; provided, however, that where any such Discount is based on sales of a bundled se t of products in which such Licensed Product is included, the Discount shall be allocated to such L icensed Product on a pro rata basis based on the [ * ] ( i.e ., [ * ] ) of the Licensed Product relative to the [ * ] co ntributed by the other constituent products in the bundled set, with respect to such sale ; ( b ) credits or allowances actually granted upon cla ims, damaged goods, rejections or returns of such Licensed Product, including such Licensed Product r eturned in connection with recalls or withdrawals ; ( c ) freight out, postage, shipping and insurance ch arges for delivery of such Licensed Product to the extent included in the gross invoice amount ; and ( d ) taxes or duties levied on, absorbed or otherwis e imposed on the sale of such Licensed Product, including, without limitation, value - added taxes, o r other governmental charges otherwise imposed upon the billed amount, as adjusted for available rebate s, credits and refunds, to the extent included in t he gross invoiced amount and not paid directly by the Third Party, but not including taxes when assessed on inc ome derived from such sales