definiens: means the gross amount invoiced by FivePrime or itsAffiliates or any of their sublicensees for sales or other commercial disposition of aLicensed Product ( in final form for end use ) to a Third Party purchaser in a bona fide, arms - length transaction, less the following deductions to the extent directly applicable to suchsales and as deducted from revenue in accordance with FivePrime ’s accounting policiesconsistently applied : ( i)reasonable and customary rebates, quantity, trade and cash discounts to customersactually allowed and properly taken ; ( ii)governmental and other rebates, chargebacks or administrative fees ( or equivalentsthereof ) granted to managed health care organizations, pharmacy benefit managers(or equivalents thereof ) or to national, federal, state, provincial, local and othergovernments, their respective agencies, purchasers and reimbursers or to tradecustomers actually allowed and properly taken ; ( iii)retroactive price reductions, credits or allowances actually granted upon rejections, destruction or returns of such Licensed Product, including for recalls or damagedgoods ; ( iv)reasonable freight, postage, shipping and insurance charges actually allowed or paidfor delivery of such Licensed Product, to the extent included in the gross sales price ; 8 * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED . CONFIDENTIALExecution Copy ( v)sales taxes, excise taxes, use taxes, import / export duties or other governmentalcharges actually due or incurred with respect to such sales, including value - addedtaxes, to the extent applicable ; and ( vi)amounts actually written off as uncollectible to the extent consistent with FivePrime’s, its Affiliate ’s or sublicensee ’s reasonable business practices for its other products(such amounts shall be added back to the Net Sales if and when actually collected )