definiens: shall mean which mean the gross amount invoiced byCyclacel, its Affiliates, or licensees for sale of Cyclacel Drug Candidate for a Study Indication to third parties, less the following deductions attributable solely to sales of such Cyclacel Drug Candidate : 4.11.1normal and customary trade, cash and quantity discounts actually given, credits, price adjustments orallowances for damaged products, returns or rejections of products ; 4.11.2chargeback payments and rebates ( or the equivalent thereof ) for the Cyclacel Drug Candidate granted to grouppurchasing organizations, managed health care organizations or to federal, state / provincial, local and othergovernments, including their agencies, or to trade customers ; 4.11.3reasonable and customary freight, shipping insurance and other transportation expenses directly related to thesale of the Cyclacel Drug Candidate ( if actually borne by Cyclacel, its Affiliates or licensees withoutreimbursement from any third party ) ; 4.11.4required distribution commissions / fees payable to any third party providing distribution services to Cyclacel orits Affiliates ; 4.11.5sales, value - added, excise taxes, tariffs and duties, and other taxes and government charges directly related tothe sale, to the extent that such items are included in the gross invoice price of the Cyclacel Drug Candidateand actually borne by Cyclacel, its Affiliates or licensees or without reimbursement from any third party ( but notincluding taxes assessed against the income derived from such sale )