definiens: means, with respect to a Licensed Product in a country in the Territory, ( 1 ) the gross amountinvoiced for sales of such Licensed Product in such country by [COMPANY] Idec or any of its Affiliates or Sublicensees(except, to the extent they have been granted a Sublicense, any distributors engaged by [COMPANY] Idec, its Affiliates orSublicensees ) to Third Parties ( ), and ( 2 ) the total amount received ( whether characterized as royalty, profit share or otherwise ) by [COMPANY] Idec or any of its Affiliates from a Third Party distributor with respect to sales ofsuch Licensed Product in such country by such distributor pursuant to distributor agreements under which suchdistributor pays to [COMPANY] Idec a share of its sales of Licensed Product, less the following deductions, in each case(A ) without duplication, ( B ) where applicable with respect to the Gross Sales invoiced, ( C ) as incurred in the ordinarycourse of business in type and amount consistent with good industry practice and ( D ) except with respect to theuncollectible amounts on any previously sold Licensed Product described in clause ( b ) below and the pharmaceuticalexcise taxes described in clause ( d ) below, as determined in accordance with, and as recorded in revenues under, United States Generally Accepted Accounting Principles ( ): ( a ) sales returns and allowances actually paid, granted or accrued on the Licensed Product, including trade, quantity, prompt pay and cash discounts and any other adjustments, including those granted on account of priceadjustments or billing errors;(b ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, a previouslysold Licensed Product or for rebates or retroactive price reductions ( including Medicare, Medicaid, managed care andsimilar types of rebates and chargebacks ) ; * * * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION 14(c ) to the extent not already deducted or excluded from the Gross Sales invoiced, taxes, duties or othergovernmental charges levied on or measured by the billing amount for the Licensed Product, as adjusted for rebatesand refunds, which, for the avoidance of doubt, shall not include any tax, duty, or other charge imposed on ormeasured by net income ( however denominated ), or any franchise taxes, branch profits taxes, or similar tax;(d ) pharmaceutical excise taxes ( such as those imposed by the United States Patient Protection and AffordableCare Act of 2010 ( Pub . L. No . 111 - 48 ) and other comparable laws);(e ) charges for freight and insurance directly related to the distribution of the Licensed Product, to the extent notalready deducted or excluded from the Gross Sales invoiced, for sales of the Licensed Product by [COMPANY] Idec or itsAffiliates or permitted Sublicensees to Third Parties in the Territory;(f ) credits for allowances given or made for wastage replacement for the Licensed Product;(g ) wholesaler and distributor administration fees ; and(h ) other similar or customary deductions taken in the ordinary course of business or in accordance with U.S