definiens: shall mean proceeds actually rece ived from sales of EXCLUSIVE TRANSGENE PRODUCTS ( calculated on an E XCLUSIVE TRANSGENE PRODUCT by EXCLUSIVE TRANSGENE PRODUCT basis ) by TRANSGENE or HGS, as the case may be, or, * its distributors trading on TRANSGENE 's or HG S ' account, joint ventures or other associated compani es, less deductions for ( i ) transportation, shipping and postage charges, inclu ding transportation insurance and customs duties to the extent separate ly invoiced ; ( ii ) sales and excise taxes and duties paid or allowed by a sellin g party and any other governmental charges imposed upon the production, i mportation, use or sale of such EXCLUSIVE TRANSGENE PRODUCT ( including value a dded taxes or other governmental charges otherwise measured by the bill ing amount when included in billing ) ; ( iii ) normal and customary trade, quantit y and cash discounts allowed and charge back payments and rebates granted to man aged health care organizations or to federal, state and local govern ments, their agencies and purchasers and reimbursees, including but not limit ed to Medicaid rebates or to trade customers, including but not limited to whole salers, chain and pharmacy buying groups ; ( iv ) * Confidential treatment requested 3 < PAGE > 7 rebates ( or equivalents thereof ) granted to or char ged by national, state or local government authorities in countries other tha n the United States ; and ( v ) allowances or credits to customers on account of re jection or return of such product or on account of retroactive price reductio ns affecting such EXCLUSIVE TRANSGENE PRODUCT . * 1.13 . shall mean * In the event that * HGS and TRANSGENE will work together to define a mu tually acceptable alternative definition of PROOF OF EFFICACY for tha t specific gene and indication