definiens: shall mean with respect to Lic ensed Products sold, licensed or otherwise distributed ( hereinafter ), the gross amount invoiced or otherwise charged to Third Parties in a n arm ’s length transaction in connection with the Sale of t he Licensed Products by Collaborator or any Affilia te of Collaborator or any Sublicensee for all Licensed Pr oducts sold by Collaborator or any Affiliate of Col laborator or any Sublicensee in the Territory, less the follo wing amounts actually deducted or allowed : ( a ) transport, freight and insurance costs ; ( b ) sales and excise taxes and duties ; ( c ) normal and customary trade, quantity and cash discounts and rebates ; ( d ) amounts repaid, discounted or credited by reas on of ( i ) retroactive price reductions, ( ii ) discounts, or ( iii ) rebates, which are, in each cas e, imposed upon Collaborator, its Affiliates or Sub licensees by any Governmental Authority or non - Governmental Auth ority with the authority to impose such price reduc tions, discounts or rebates ; - 6 - ( e ) any credits or allowances for damaged goods, r eturns, rebates, delayed ship order credits or rejections, to the extent these deductions actually pertain to a Sale