definiens: means, with respect to a paJticular time period, the total amounts received or invoiced by [COMPANY], its Affiliates and their respective sublicensees for sales of Finished Product made during such time period to unaffiliated Third Panies, less the following deductions to the extent actually allowed or inculTed with respect to such sales : ( a ) discounts, including cash and quantity discounts, charge - back payments, and rebates actually granted or administrat i ve fees actually paid to trade customers . patients ( including those in the form of a coupon or voucher ), managed health care organizations, pharmaceutical benefit managers, group purchasing organizations, federal, state, or local government and the agencies, purchasers and reimbursers of managed health organizations, pharmaceutical benefit managers, group purchasing organizations, or federal, state or local governm ent ; provided, however, that : ( i ) the aggregat e of such discounts, charge - back payment s and rebates in each country 0 " the Royalty Territory shall not exceed [ thirty percent ( 30 % ) ] of tile amounts received or invoiced in such country ; and, ( ii ) if such limit of [ thirty percent ( 30 % ) ) in a country of the Royalty Territory is not sufficient or appropriate due to significant amount or percentage of discounts, charge - back payments or rebales mandatorily required by Governmental Authorities in such country . and/or . if such limit is not sufficient for adequately maintaining the competitive position of the Products in such country . then the Parties shall confer in good faith regarding whether any increase in such limit is appropri ate under the circumstances ; ( b ) credits or allowances actually granted upon prompt payment or claims, bad debts and losses actually incurred as a result of actual write - offs of uncollectible customer accounts, damaged goods, rejections or returns of such Product, including in connection with recalls ; ( e ) packaging, freight, postage, shipping, transport ation, waJ·ehousing, handling and insurance charges, credit card processing fees and any customary payments with respect to the Products actually made to wholesaler s or other distributors, in each case actually allowed or paid for distributi on and delivery of Product, to the extent billed or recognized ; and II = CF.RTAIi\ CO"'FIOE.:·al : \J.IM · Ofn JATIO~ CO;-';TAINi::O H\ TillS OOCl1;\IF.~T. MARKED OY BRACKETS . IS fiLED \\'ITII THE SECURITIES M, U Exnl < OEU