definiens: means the gross invoiced price charged by [COMPANY], its Affiliates or any [COMPANY] Sublicensees, asappropriate, for the sale of a Licensed Product to a Third Party by [COMPANY], its Affiliates or [COMPANY] Sublicensees, asappropriate, less the following deductions:(i ) Trade and quantity discounts actually granted;(ii ) Credits, allowances, rebates, and returns ( including product recalls ), to the extent actually allowed and taken;(iii ) Transportation, insurance and postage charges, if prepaid by [COMPANY] or its Affiliates or [COMPANY] Sublicensees andincluded on any such party ’s bill or invoice as a separate item;(iv ) The amount of any sales tax or other taxes assessed directly on the sale of such Licensed Product which is not refunded;and(v ) Charge back payments or rebates granted to managed health care organizations or federal, state and local governments, their agencies, purchasersPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to theCompany ’s application requesting confidential treatment under Rule 406 of the Securities Act