definiens: means, with respect to a partic ular Licensed Product in a country in the Territory, the gross revenues invoiced for sales of such Licensed Product by [COMPANY] or any of its Aff iliates or Sublicensees in connection with the sale, lease or other transfer for value to a Third Party in such c ountry in a bona fide arm ’s length transaction, less the following deduc tions from such gross revenues, in each case to the extent attributable to such Licensed Product and to the extent actually incurred or reasonably accrued and to the extent not already deducted in the amount invoiced : ( a ) trade and quantity and/or cash discounts actual ly allowed or taken ; ( b ) governmental customs, duties, sales, withholdin g and similar taxes ( including, for the avoidance of doubt value added or import / export tax es, sales taxes and excise taxes but excluding taxe s based on income ), if any, imposed on the Licensed Product, t o the extent directly related to such sale ; as well as any amount of branded prescription pharmaceutical fee a llocable to the sale of Licensed Products and paid by [COMPANY], its Affiliates or Sublicensees under secti on 9008 of the Affordable Care Act ( P.L. 111 - 148 ), as amended ; ( c ) amounts actually allowed or credited by reason of rejections, return of goods ( including as a result of recalls ), any retroactive price redu ctions or allowances specifically identifiable as r elating to the Licensed Product ( including those resulting from in ventory management or similar agreements with wholesalers ) ; ( d ) amounts incurred resulting from government - mand ated rebate programs, including programs mandated by any agency thereof ; ( e ) rebates actually given to a Third Party specifi cally for the Licensed Product ; [ * * * ] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission . Omitted portions have been filed separately with the Commission