definiens: means, as to each Calendar Quarter during the Term, the gross invoiced amounts for allLicensed Products sold by [COMPANY], its Affiliates and Sublicensees to Third Parties throughout the Territory duringsuch Calendar Quarter in bona fide arm ’s length transactions, as determined in accordance with the MillenniumAccounting Standards, less the following amounts incurred or paid by [COMPANY], its Affiliates or Sublicensees ( if notalready deducted in the amount invoiced ) during such Calendar Quarter with respect to sales of Licensed Productsregardless of the Calendar Quarter in which such sales were made : ( a ) any trade, quantity or cash discounts, allowances, rebates or payments actually taken andallowed, including promotional or similar discounts or rebates and discounts, rebates or payments ( includingcompulsory payments ) to governmental or managed care organizations ; ( b ) any credits or allowances given or made with respect to Licensed Products by reason ofrejection, defects, recalls, returns, rebates, retroactive price reductions or bad debt expense of the total amountinvoiced for such sale ; ( c ) any tax, tariff, duty or government charge ( including any sales, value added, excise orsimilar tax or government charge, but excluding any income tax ) levied on the sale, transportation or delivery of aLicensed Product and borne by [COMPANY], or its Affiliates or Sublicensees without reimbursement from any ThirdParty, including that portion of the annual fee on prescription drug manufacturers imposed by the Patient Protectionand Affordable Care Act, Pub . L. No . 111 - 148 ( as amended ) that Licensee, its Affiliate or its or their Sublicensee, asapplicable, allocates to sales of the Licensed Products in accordance with [COMPANY] ’s, its Affiliate ’s or its or theirSublicensee ’s standard policies and procedures consistently applied across its products, as applicable ; [COMPANY] / [COMPANY] Confidential Portions of the exhibit, indicated by the mark were omitted and have been filed separately with theSecurities and Exchange Commission pursuant to the Registrant ’s application requesting confidentialtreatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended