definiens: means, with respect to any Licensed Product in a particular period, the gross amount invoiced by [COMPANY] or its Affiliates or sublicensees on sales or other dispositionsof Licensed Product in such period to Third Parties, or otherwise directly or indirectly paid to orearned by [COMPANY] or its Affiliates or sublicensees with respect to the sale of Licensed Product, lessthe following, to the extent actually incurred, allowed, or paid with respect to such sale ordisposition by the selling party:(a)trade, cash and/or quantity discounts not already reflected in the amountinvoiced, to the extent related to the gross amount invoiced;(b)allowances and adjustments credited or payable, including credit forspoiled, damaged, outdated, recalled and returned Licensed Product, to the extent related to thegross amount invoiced and substantiated by reasonable documentation;(c)freight, insurance and other transportation charges incurred in shipping aLicensed Product to Third Parties, to the extent identified as such in the invoice to the ThirdParty, to the extent included in the gross amount invoiced;(d)amounts repaid or credited by reason of rejections, defects, recalls orreturns or because of chargebacks, refunds, rebates ( including wholesaler inventorymanagement fees, retroactive price reductions, commissions, discounts or billing errors, and anyother allowances which effectively reduce the net selling price);(e)all tariffs, duties, excises, sales taxes, or other taxes ( including VAT ) andcustom duties imposed on Licensed Products, in each case to the extent invoiced to customersor otherwise included within gross amounts invoiced;(f)allowance for distribution expenses ; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED