definiens: means the gross price billed or invoiced on sales of Licensed Products by Licensee, itsAffiliates, or Sublicensees during the applicable Royalty Term(s ), less : ( a)Freight and shipping expenses ( actual ), including insurance, to the extent billed to the customer ; ( b)Cash, trade, volume, and prompt payment discounts actually granted and deducted solely onaccount of sales of Licensed Products ; ( c)Rebates actually paid to individual or group purchasers of Licensed Products that are solely onaccount of the purchase of such Licensed Products ; ( d)credits, reserves or allowances granted for ( i ) damaged, outdated, returned, rejected, withdrawn orrecalled Licensed Product, ( ii ) wastage replacement and short - shipments ; ( iii ) billing errors and(iv ) indigent patient and similar programs ( e.g., price capitation ) ; ( e)Taxes ( including sales, value added, consumption and similar taxes ), duties and othergovernmental charges actually incurred, paid or collected and remitted to the relevant tax or otherauthority for the sale, export, import, transfer or use of Licensed Products ; ( f)government - mandated rebates and price reductions, and chargebacks, rebates or fees granted togovernmental healthcare organizations, purchasing groups, wholesalers, distributors, selling agents(excluding any sales representatives of a selling party ), group purchasing organizations, ThirdParty payors, other contractees and managed care entities ; 5 [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities andExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended