definiens: shall mean the total amount invoiced in UnitedStates dollars ( or converted thereto in accordance with Section5.2 hereof ) on sales of a Licensed Product by [COMPANY] ( or itsAffiliates ) or any [COMPANY] sublicensee, distributor or marketingpartner ( or its Affiliates ) to unrelated third parties such aswholesalers, hospitals and others, in bona fide arm's - lengthtransactions, less the following deductions, in each case relatedspecifically to the Licensed Product and actually allowed andtaken and not otherwise recovered by or reimbursed to [COMPANY] ( orits Affiliates ) or such sublicensee, distributor or marketingpartner ( or its Affiliates ): ( i ) trade, cash and quantitydiscounts ; ( ii ) taxes on sales ( such as sales or use taxes ) tothe extent added to the sales price and set forth separately assuch in the total amount invoiced ; ( iii ) freight, insurance andother transportation charges to the extent added to the salesprice and set forth separately as such in the total amountinvoiced ; and ( iv ) amounts repaid or credited by reason ofrejections, defects or returns or because of retroactive pricereductions, chargebacks or rebates under government programs