definiens: means, with respect to a particular time period, the gross amount invoiced by [COMPANY] and its Sublicensees ( or Distributors on behalf of the foregoing parties ) for sales of Licensed Products ( such Licensed Products being in final form intended for use by the end user ) in arms length transactions with Third Parties during such time period, less the following estimated and/or incurred charges or expenses, to the extent each is actually incurred and included in the invoiced gross sales price : ( a ) trade, cash and quantity discounts or rebates actually allowed or taken ; ( b ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, previously sold Licensed Products or for retroactive price reductions ( including rebates similar to Medicare and/or Medicaid ) ; ( c ) taxes, duties or other governmental charges levied on or measured by the billing amount, as adjusted for rebates or refunds, that are borne by the seller thereof and that are not refundable and to the extent non - creditable ; ( d ) charges for freight and insurance directly related to the distribution of the Licensed Products ( to the extent not paid by the Third Party customer ) ; and ( e ) credits or allowances given or made for wastage replacement, indigent patient and similar programs