definiens: shall mean, with respect to a given Licensed Product, the aggregate gross price of such LicensedProducts received by Impax or its Affiliates from unaffiliated retailers, distributors or other customers, less the sum of thefollowing items, all of which must directly relate to the sale and distribution of such Licensed Products and be determined inaccordance with GAAP applied in a manner consistent with past practices of Impax : ( a ) returns, credits, rebates, discounts, allowances, promotional payments, free goods valued at transfer price provided in lieu of discounts or rebates, chargebacksand other price reduction programs customary to the trade or required by law, ( b ) sales, valued - added and other taxes, ( c ) * * * * to * * * *, ( d ) customs duties, surcharges and other governmental charges, ( e ) administrative fees, 6 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITHTHE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, ASAMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER