definiens: means, with respect to any Licensed Product, the amount received by a Party, an Affiliate of a Party, or their respective permitted Sublicensee for sales of such Licensed Product to a Third Party in the Partner Territory or [COMPANY] Territory ( as appli cable ) less : ( a ) discounts ( including, without limitation, cash disc ounts and quantity discounts ), retroactive price reductions, inventory management fees, charge - back payments and rebates granted to m anaged health care organizations or to federal, state and local governments, their agencies, and purchasers a nd reimbursers or to trade customers ( a ) ; provided however, that where any such Discount is based on sales of a bundled set of products in which such Li censed Product is included, the Discount may be ded ucted under Section 1.47 only to the extent allocated to such Licensed Product on a pro rata basis based on the [ * ] ( i.e., [ * ] ) of the Licensed Product relative to the [ * ] co ntributed by the other constituent products in the bundled set, with respect to such sale ; ( b ) credits or allowances actually granted upon claims, damaged goods, rejections or returns of such Licensed Product, including such Licensed P roduct returned in connection with recalls or withd rawals ; ( c ) freight out, postage, shipping and insurance charge s for delivery of such Licensed Product ; ( d ) all taxes ( including excise taxes and value - added t axes, but specifically excluding taxes based on the net incomes of the seller ), duties or other governmental charges, fees or rebates ( or reb ate equivalents ) levied on, absorbed, allocable to, bas ed on, or otherwise incurred as a result of the sal e of such Licensed Product ( or otherwise measured by the invo iced or billed amount ) including value - added Chines e surcharge tax to the extent directly linked to sale s of a Product, but not including any such tax asse ssed against the income derived from such sale ; and ( e ) [ * ]