definiens: means, with respect to a given period of time, the gross invoice amount by Licensee, its Affiliates, and its Sublicensees ( other than Su blicensees that are wholesalers or distributors ) fo r sales of Licensed Products or Royalty - Bearing NGPs to Third Parties ( including wholesalers and distributors tha t are also Sublicensees ) in bona fide arm’s - length transaction s, less the following deductions and offsets that a re actually incurred, allowed, accrued and/or taken and are spe cifically allocated with respect to such sale, but solely to the extent that such deductions or offsets are not othe rwise recovered by or reimbursed to Licensee, its A ffiliates and its Sublicensees : ( a ) * * *, * * * and * * *, * * * and * * * actually allowed or p aid in connection with the sale of Licensed Products or Royalty - Bearing NGPs ; ( b ) * * *, * * * or * * * granted for * * * or * * * Licensed Pro ducts or Royalty - Bearing NGPs, * * * or * * * of Licensed Product or Royalty - Bearing N GPs, * * * and * * *, * * * ( including * * * or * * * ) in eac h case * * * of the selling price of the Licensed Product or Royalty - Bearing NGPs ; ( c ) * * *, * * *, * * * and * * * ( or equivalents thereof ), * * * or otherwise, based on the * * * or * * * to Third Party purchasers, granted to managed h ealth care organizations, * * *, or * * * ; ( d ) the portion of * * * paid during the relevant time pe riod to * * *, * * * or * * * ; 7 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CER TAIN PORTIONS OF THIS DOCUMENT