definiens: shall mean the total of the gross monetary amounts invoiced and collected by [COMPANY] for Licensed Products and Licensed Research Products ( or that portion of the value of any combination product attributed to a Licensed Produc t or a Licensed Research Product included therein ) used, manufactured, directly sold or directly distr ibuted by [COMPANY], less ( a ) the sum of the following actual and customary deductions where applicable : cash, tr ade, or quantity discounts ; sales, use, tariff, import / export duties or other excise taxes, and any other governmental taxes imposed on particular sal es ; transportation charges and allowances ; commissions to third party sales agents ; and credits to custome rs because of rejections or returns and ( b ) any accrue d [COMPANY] IP Legal Fees ( as defined below ) not previously deducted . For purposes of this paragraph, the acquisition of Licensed Products and Licensed Research Products from [COMPANY] as part of an acquisi tion of all or a substantial part of the assets of [COMPANY] ’ business to which this Agreement pertains s hall not be considered a manufacture, sale or distribution