definiens: as defined below ), including the right to grant sub licenses to the Strom Patents ; WHEREAS, a dispute has arisen between [COMPANY] and [COMPANY] concerning the Strom Patents and daclizumab ; and WHEREAS, [COMPANY] and [COMPANY] wish to settle all outstanding patent issues regarding daclizumab and the Strom Patents ; NOW, THEREFORE, in consideration of the premis es and the mutual covenants contained herein and in [COMPANY] 's reliance on the sta tements made by Beth Israel in the document attached hereto as Exhibit C, the p arties hereto agree as follows : ARTICLE I - DEFINITION S For the purpose of this Agreement, the followi ng words and phrases shall have the following meanings : means the gross sales a mount, on a country - by - country basis, in the Territory invoiced for Licensed Product by the [COMPANY] Group to third parties, less ( a ) amounts actually allowed as volume or qua ntity discounts, rebates ( price reductions, including Medicaid or p erformance based and similar types of rebates, 1 < PAGE > e.g., chargebacks or retroactive price re ductions ), returns ( including withdrawals and recalls ) ; and ( b ) sales, excise and turnover taxes imposed directly upon and actually paid by the [COMPANY] Group