definiens: means the gross amounts invoiced by Licensee, its Affiliates, or sublicensees ( each, a ) to Third Parties in the Territory for consideration, reduced by the following amounts tothe extent such items are customary under industry practices : 1.128.1trade, cash, and quantity discounts actually allowed and taken directly with respect tosuch sales or transfers ; 1.128.2inventory management fees paid to wholesalers and distributors and reasonablyallocated to such Licensed Product ; 1.128.3tariffs, duties, excises, value added tax, and other sales taxes imposed upon and paidwith respect to the sale, transportation, delivery, use, exportation, or importation of suchLicensed Product ( which does not include income, withholding, or similar taxes ), to theextent such amounts are included in the gross invoiced sales price ; 1.128.4amounts actually repaid or credited upon returns, rejections, defects, recalls ( due tospoilage, damage, expiration of useful life ), price adjustments, billing errors, or trialprescriptions ; 1.128.5invoiced freight, shipping, and insurance expenses specific to such Licensed Product andallocated accordingly, to the extent such amounts are included in the gross invoicedsales price ; 1.128.6invoiced amounts that are actually written off as uncollectible in accordance with Seller’saccounting policies, as consistently applied ; 1.128.7allowances or credits actually paid or given to customers on account of price reductionsaffecting such Licensed Product;- 14 – [ * * * ] Portions of this exhibit have been redacted pursuant to a confidential treatment request . An unredacted version of thisexhibit has been filed separately with the Commission