definiens: means, with respect to any Product, the gross amounts invoicedfor sales or other dispositions of such Product by or on behalf of Collaborator and itsAffiliates and Sublicensees to Third Parties in the Collaborator Territory, less the followingdeductions to the extent included in the gross invoiced sales price for such Product orotherwise directly paid or incurred by Collaborator or its Affiliates or Sublicensees, asapplicable, with respect to the sale or other disposition of such Product:(a ) normal and customary trade and quantity discounts actually allowedand properly taken directly with respect to sales of such Product ( provided that9 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omittedand filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of theSecurities Exchange Act of 1934, as amended.such discounts are not applied disproportionately to such Product when compared to theother products of Collaborator or its Affiliate or Sublicensee, as applicable);(b ) credits or allowances given or made for rejection or return of previouslysold Products or for retroactive price reductions and billing errors;(c ) rebates and chargeback payments granted to managed health careorganizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and other governments, their agencies and purchasers andreimbursers, or to trade customers;(d ) costs of freight, carrier insurance, and other transportation chargesdirectly related to the distribution of such Product ; and / or(e ) taxes, duties or other governmental charges ( including any tax such asa value added or similar tax, other than any taxes based on income, and annualcontributions paid pursuant to the Japanese Act on Pharmaceuticals and Medical DevisesAgency ) directly levied on or measured by the billing amount for such Product, as adjustedfor rebates and refunds