definiens: means the gross amount invoiced by T ARCANTA, TARCANTA LTD ., their Affiliates or Sublicensees in connection with sales of the Licensed Products to any Person in the Territory that is not an Affiliate, subsidiary or Sublicensee ofTARCANTA or T ARCANTA LTD ., after deduction of all documented trade, case and quantity credits, discounts, refunds, rebates and administrative fees, allowances or credits for returns, sales commissions, and prepaid freight, transportation insurance, sales taxes and other government charges ( including, without limitation, value - added taxes ), and less either ( a ) the documented, 8 NSD137628.1 CONFIDENTIAL applicable Cost of Goods Sold for such Licensed Products in the case of Licensed Products manufactured by or on behalf ofT ARCANTA or TARCANTA LTD ., or ( b ) the applicable Transfer Price paid to [COMPANY], in the case of Licensed Products manufactured by on or on behalf ofCIMAB