definiens: means the gross amounts [ * ] on sales of a Licensed Immunotherapeutic by JBI or any of itsAffiliates or Sublicensees to a Third - Party purchaser in an arms - length transaction, less the followingdeductions [ * ] in the gross sales price with respect to such sales:(i ) normal and customary trade, cash and quantity discounts, allowances, deductions, fees and credits, inthe form of deductions actually allowed with respect to sales of such Licensed Immunotherapeutic ( to the extentnot already reflected in the amount invoiced ), excluding commissions for commercialization;(ii ) excise taxes, use taxes, tariffs, sales taxes and customs duties, and other government charges imposedon the sale of such Licensed Immunotherapeutic to the extent separately itemized on the invoice ( but specificallyexcluding, for clarity, any income taxes assessed against the income arising from such sale);(iii ) outbound freight, shipment and insurance costs to the extent separately itemized on the invoice;(iv ) compulsory payments and cash rebates related to the sales of such Licensed Immunotherapeutics paidto a governmental authority ( or agent thereof ) pursuant to governmental regulations, including government leviedfees as a result of healthcare reform policies;(v ) retroactive price reductions, credits or allowances for rejections or returns of such LicensedImmunotherapeutic including for recalls, damaged goods and billing errors;(vi ) rebates, chargebacks, and discounts ( or the equivalent thereof ) to managed health care organizations, pharmacy benefit managers ( or the equivalent thereof ), federal, state, provincial, local or other governments, ortheir agencies or purchasers, reimbursers, or trade customers ; and(vii ) an amount equal to [ * ] percent [ * ] of such gross amounts to cover items not set forth above