definiens: means, with respect to the applicable time period, all revenues recognized in accordance withGAAP consistently applied, that are invoiced for or otherwise received from sales or other commercial disposition ofLicensed Products sold, transferred or used by or for [COMPANY], its Affiliates and its Sublicensees in arm’s - lengthtransactions to Third Parties during such time period, less the total of the following charges or expenses to the extentactually incurred or allowed with respect to such sale or disposition : ( a ) trade, cash, prompt payment and/or quantitydiscounts off of the invoiced price ; ( b ) returns, allowances and rebates, and chargebacks, other allowances orpayments to government agencies ; ( c ) retroactive price reductions applicable to sales of such Licensed Product;(d ) reasonable management fees paid to group purchasing organizations and managed care entities ; ( e ) freight, shipping, packing and insurance ; and ( f ) nonrecoverable sales and other taxes based on sales prices ( excludingincome taxes ) to the extent paid by [COMPANY], its Affiliates or Sublicensees ( and not reimbursed by a Third Party);provided that the amounts in subsections ( e ) and ( f ) in the aggregate do not exceed [ * ] % of total revenues recognizedfor such time period for the sale of Licensed Products