definiens: means with respect to a Licensed Product, the gross amount billed or invoiced by or for the benefit of Zai and its Affiliates, licensee s and sublicensees ( each of the foregoing, a ) to Third Parties ( ) in bona fide arm ’s length transactions with respect to such Lic ensed Product, less the following deductions, in each case to the extent actually all owed, paid, accrued or specifically allocated with respect to such Licensed Product, and not otherwise recovered by or reimbursed to Seller : ( a ) transportation charges and other charges directly r elated thereto, such as insurance, in each case, to the extent actually incurred and not charged to or reimbursed by the customer ; ( b ) sales, excise taxes or VAT paid by the Seller impos ed specifically upon the sale of such Licensed Product and actually paid by Zai to the re levant tax authority for the sale of the Licensed P roduct, but not including any tax assessed against the income d erived from such sale ; ( c ) discounts and chargebacks actually granted, allowed or incurred, and deducted, solely in connection with the sale of such Licensed Produc t that are not otherwise attributable to other prod ucts of Zai and its Affiliates, provided however, that where any such discount is based on sales of a bundled set of products in which is included, the discount may be deducted under this Section 1.36(c ) only to the extent alloc ated to such Licensed Product on a pro rata basis ; ( d ) allowances or credits to such Buyer actually given and not in excess of the selling price of such Licensed Product on account of rejection, o utdating, recalls or return of such Licensed Produc t ; ( e ) amounts written off by reason of uncollectible debt if and when actually written off or allowed, after commercially reasonable debt collect ion efforts have been exhausted, provided that [ * * * ] ; and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT O F A CONFIDENTIAL TREATMENT REQUEST . REDACTED MATERIAL IS MARKED WITH [ * * * ] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION