definiens: shall mean the amount invoiced by Calithera, its Affiliates or Sublicensees for commercial salesof a Licensed Product to Third Party purchasers less the following deductions, to the extent applicable to such sales of theLicensed Product, for:(i ) normal and customary charges for packaging, transportation, freight and insurance actually incurred, andnot charged to the purchaser separately, for the shipping and delivery of the Licensed Product;(ii ) sales, value added and excise taxes or customs duties or any other governmental charges imposed uponthe sale of the Licensed Product and paid by the selling party, other than franchise tax or income tax of any kind;(iii ) arm’s - length fees paid to Third Party consignees or agents in connection with the sale of the LicensedProduct;(iv ) reasonable and customary rebates, quantity discounts, charge - backs, allowances and premiums grantedor allowed in connection with the sale of the Licensed Product;(v ) credits or allowances given or made for rejection of or return of, and for uncollectible amounts on, previously sold Licensed Products or for retroactive price reductions;(vi ) credits and allowances to customers on account of governmental or managed care requirements on theLicensed Product;(vii ) bad debts actually written off in connection with such Licensed Products, [ * ] for Licensed Product salesin the applicable royalty period ; and3