definiens: means, as to each Franchise Product in the Licensed Territory or OCR in the Co - Promotion Territory and Licensed Territory, the gross amount invoiced by [COMPANY] or its permitted sublicensees for sales to an unrelated Third Party of a Franchise Product in the Licensed Territory or OCR in the Co - Promotion Territory or Licensed Territory ( as ap plicable ), less ( i ) trade, cash and quantity discou nts or rebates, ( ii ) credits or allowances given or made f or rejection or return of, and for uncollectible am ounts on, previously sold products or for retroactive price r eductions ( including rebates similar to Medicare ), ( iii ) taxes, duties or other governmental charges levied on or m easured by the billing amount, as adjusted for reba tes and refunds, ( iv ) charges for freight and insurance dir ectly related to the distribution of Franchise [ * * ] = Portions of this exhibit have been omitted p ursuant to a confidential treatment request . An unr edacted version of this exhibit has b een filed separately with the Commission