definiens: means, with respect to a Licensed Product, the gross amountinvoiced by [COMPANY], its Affiliates or its Sublicensees on sales or other dispositions forvalue of Licensed Products to a Third Party, less the following deductions, in each case, related specifically to the Licensed Products and actually incurred, paid or accrued byClementia, its Affiliates or Sublicensees or specifically allocated in [COMPANY] ’s, its Affiliates’or Sublicensees ’ financial statements, as applicable, and calculated in accordance with theapplicable Accounting Standards as consistently applied:(a ) discounts ( including trade, cash, price and quantity discounts ) [ * * * ] granted to any Third Party ( including to Governmental Authorities, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed care organizationsor entities ( and other similar entities and institutions));(b ) tariffs, duties, excises, taxes ( including import, export, excise, consumption, sales, value added, or use taxes, other than income taxes ) or othergovernmental charges or fees imposed upon and paid directly with respect to the production, sale, delivery or use of the Licensed Product ( excluding taxes based on the income or profitsof the selling party);(c ) amounts repaid or credited by reason of rejections, defects, recalls orreturns or because of chargebacks, refunds, rebates or retroactive price reductions;(d ) amounts written off as uncollectible, if and when actually written off orallowed, after commercially reasonable debt collection efforts have been exhausted ( not toexceed [ * * * ] of Net Sales in the aggregate in any period ) ; provided that any such amounts willbe added back to Net Sales if and when collected;(e ) price concessions mandated by or negotiated with commercial orgovernmental payers ; and(f ) freight, insurance and other transportation charges incurred andseparately invoiced in shipping a Licensed Product to Third Parties