definiens: means the gross price billed or invoiced on sales of Licensed Products by Licensee, its Affiliates, orSublicensees during the applicable Royalty Term(s ), less : ( a)Freight and shipping expenses ( actual ), including insurance, to the extent billed to the customer ; ( b)Cash, trade, volume, and prompt payment discounts actually granted and deducted solely on account of salesof Licensed Products ; ( c)Rebates actually paid to individual or group purchasers of Licensed Products that are solely on account of thepurchase of such Licensed Products ; ( d)credits, reserves or allowances granted for ( i ) damaged, outdated, returned, rejected, withdrawn or recalledLicensed Product, ( ii ) wastage replacement and short - shipments ; ( iii ) billing errors and ( iv ) indigent patient andsimilar programs ( e.g., price capitation ) ; ( e)Taxes ( including sales, value added, consumption and similar taxes ), duties and other governmental chargesactually incurred, paid or collected and 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 governmentalhealthcare organizations, purchasing groups, wholesalers, distributors, selling agents ( excluding any salesrepresentatives of a selling party ), group purchasing organizations, Third Party payors, other contractees andmanaged care entities ; 5 [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and ExchangeCommission pursuant to Rule 406 of the Securities Act of 1933, as amended