definiens: means Patent Rights owned by Medlmmune that claim an invention created or made during the Research Term, as a result of the research, development, or manufacture of Product which invention is directed to [ an jOl . PfO ~ eD : l, en, tor Inoqific.ation - of Listeria monocytogenes engineered to express an antigenic peptid.e .for use as a yac ~ ine or · the prodllction, growth, expansion or testing of Listeria monocytog ~ nesor an improvemc : m.t or modification thereof ] . For the avoidance of doubt, [COMPANY] Patents does not include Patent Rights claiming inventions [ specifically directed ' 1.32 means, with respect to any Royalty Bearing Product, the gross amount invoiced or otherwise received on account of sales, or other disposition, of Royalty Bearing Product by [COMPANY] or any of its Affiliates or Sublicensees to Third Parties, less the following to the extent included in the invoice price : ( a ) actual credits, allowances, discounts and rebates to, and chargebacks from the account of, such Third Parties for Royalty Bearing Product and rebates to Federal, State or local governments or healthcare or health management organizations for Royalty Bearing Product ; ( b ) actual freight and insurance costs incurred in transporting such Royalty Bearing Product to such Third Parties ; ( c ) cash, quantity and trade discounts actually granted to such Third Parties ; ( d ) actual sales and use taxes and taxes, or governmental charges incurred in connection with the exportation or importation of such Royalty Bearing Product, in each case, imposed solely upon the sale of goods to the Third Parties ; and ( e ) write - off of actual bad debts calculated in accordance with Generally Accepted Accounting Principles