definiens: means the gross price billed or invoiced on sales of LicensedProducts by Licensee, its Affiliates, or Sublicensees during the applicableRoyalty Term(s ), less : ( a)Freight and shipping expenses ( actual ), including insurance, to the extentbilled to the customer ; ( b)Cash, trade, volume, and prompt payment discounts actually granted anddeducted solely on account of sales of Licensed Products ; ( c)Rebates actually paid to individual or group purchasers of LicensedProducts that are solely on account of the purchase of such LicensedProducts ; ( d)credits, reserves or allowances granted for ( i ) damaged, outdated, returned, rejected, withdrawn or recalled Product, ( ii ) wastage replacementand short - shipments ; ( iii ) billing errors and ( iv ) indigent patient and similarprograms ( e.g., price capitation ) ; ( e)Taxes ( including sales, value added, consumption and similar taxes),duties and other governmental charges actually incurred, paid or collectedand remitted to the relevant tax or other authority for the sale, export, import, transfer or use of Licensed Products ; ( f)government - mandated rebates and price reductions, and chargebacks, rebates or fees granted to governmental healthcare organizations, [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of1934, as amended