definiens: shall mean the actual gross amount invoiced by [COMPANY], or its Affiliat e orsublicensee, for sales or other commercial disposition of a License d Product, in a bona fide, arms - length transaction to a Third Party purchaser ( including distributor s ), less the followingdeductions to the extent directly applicable to such sales and are sepa rately billed as part ofsuch gross amount invoiced : a ) normal and customary rebates, quantity, trade and cash discounts to cust omers actuallyallowed and properly taken ; b ) governmental and other rebates, chargebacks or administrative fees ( or equivalentsthereof ) granted to managed health care organizations, pharmacy benefit managers ( orequivalents thereof ) or to federal, state, provincial, local and other gove rnments, theirrespective agencies, purchasers and reimbursers or to trade customer s actually allowedand properly taken ; c ) retroactive price reductions, credits or allowances actually gra nted upon rejections, destruction or returns of such Licensed Product, including for recalls or damagedgoods ; d ) freight, postage, shipping and insurance charges actually allowed or paid for delivery ofsuch Licensed Product, to the extent included in the gross sales price ; wholesalers’distribution fees actually paid, and fees actually paid for services or commissions toThird Party distributors, brokers or agents, other than sales personnel, sa lesrepresentatives and sales agents employed by or on behalf of [COMPANY], its Affiliates or * * * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WASREQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPAR ATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATE D UNDER THE SECURITIES ACT OF 1933,AS AMENDED