definiens: means, on a country - by - country basis, the gross revenuesinvoiced by Licensee, its Affiliates and Sublicensees in connection with the sale, lease or othertransfer for value of Product in a bona fide arm's - length transaction with unaffiliated Third Parties;less the following items to the extent actually incurred or accrued in accordance with theAccounting Standards and to the extent not already deducted in the amount invoiced : ( a ) tradeand quantity and/or cash discounts actually allowed or taken ; ( b ) governmental customs, duties, sales, withholding and similar taxes ( including, for the avoidance of doubt value added orimport / export taxes, sales taxes and excise taxes but excluding taxes based on income ), if any, imposed on the Product, to the extent directly related to such sale ; ( c ) amounts actually allowedor credited by reason of rejections, return of goods ( including as a result of recalls ), anyretroactive price reductions or allowances specifically identifiable as relating to the Product(including those resulting from inventory management or similar agreements with wholesalers);(d ) amounts incurred resulting from government - mandated rebate programs, including programsmandated by any agency thereof ; ( e ) rebates actually given to a Third Party specifically forProduct ; ( f ) freight, postage, shipping and applicable insurance charges, to the extent same areseparately itemized in the invoice price and charged to the buyer ; ( g ) patient discount programs, administrative fees and chargebacks or similar price concessions related to the sale of theProduct ; and ( h ) [ * * * ]