definiens: means, with respect to the applicable calendar year, the total amount invoiced by Buyer orany of its direct or indirect Affiliates, assignees, successors, licensees, transferees, distributors or commercial partners ( or theirrespective Affiliates ) for sales of the Product or Finished US Goods, or any portion of any of the foregoing, to third parties inbona fide arm ’s length transactions less the following deductions, in each case related specifically to the Product or FinishedUS Goods, or any portion of any of the foregoing, as applicable, and actually taken by such third parties and not otherwiserecovered or reimbursed to Buyer or any of its direct or indirect Affiliates, assignees, successors, licensees, transferees, distributors or commercial partners ( or their respective Affiliates ): ( i ) the actual cost of such Product or Finished US Goods, orany portion of any of the foregoing, paid to Seller pursuant to the Supply Agreement ; ( ii ) credits or refunds for actual returnsof such Product or Finished US Goods, or any portion of any of the foregoing ; ( iii ) Rebates for the purchase of such Productor Finished US Goods, or any portion of any of the foregoing ; ( iv ) sales, use or similar Taxes directly related to the sale ofsuch Product or Finished US Goods, or any portion of any of the foregoing, but only to the extent added to the sales price andseparately set forth as such in the total invoiced amount ; and ( v ) freight, packing and handling charges to the extent directlyrelated to the sale of such Product or Finished US Goods, or any portion of any of the foregoing, but only to the extent addedto the sales price and separately set forth as such in the total invoiced amount . The gross invoiced amounts referred to in theforegoing sentence exclude amounts * * * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THECOMMISSION . CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS