definiens: ( a ) means the gross amount invoiced by [COMPANY] or its Affiliate or a licensee or sublicensee ( at any level, including asublicensee of a sublicensee ) for sales of Licensed Products to a Third Party ( other than a Third Party Partner or a licensee orsublicensee ) less, to the extent included within the gross amount invoiced to and paid by the customer, deductions for;(i ) transportation, and customs clearance, duty charges and insurance relating to such transportation ; ( ii ) sales and excise taxes, customs and any other governmental charges, all to the extent imposed upon the sale of the Licensed Products and paid by theselling party ; ( iii ) distributors fees, rebates or allowances actually granted or allowed, including government and managedcare rebates ; ( iv ) quantity discounts, cash discounts or chargebacks actually granted, allowed or incurred in the ordinarycourse of business in connection with the sale of the Licensed Products ; and ( v ) allowances or credits to customers, not inexcess of the selling price of the Licensed Products, on account of governmental requirements, rejection, recalls or return ofthe Licensed Products