definiens: means the gross invoiced sales prices charged for all Licensed Products sold by or forOhr, its Affiliates and sublicensees in arm’s - length transactions to Third Parties ( including sales relating totransactions between Ohr, its Affiliates, and/or their respective sublicensees and agents ) and any other payment orother consideration charged by Ohr and its Affiliates from a sublicense or other Third Parties in consideration for asublicense, such as milestone payments, license fees, license maintenance fee and equity . For clarity, nodeductions are permitted for any of the following estimated and/or incurred charges or expenses : ( a ) Trade, cash, prompt payment and/or quantity discounts ; ( b ) Returns, allowances, rebates, chargebacks, other allowances or payments to government agencies ; ( c ) Retroactive price reductions applicable to sales of such product ; ( d ) Fees paid to distributors, selling agents ( excluding any sales representatives of a Party or any of itsAffiliates ), group purchasing organizations and managed care entities ; ( e ) Credits or allowances ( actually paid or allowed ) for wastage replacement, whether cash or trade ; ( f ) Non - recoverable sales taxes, excise taxes, tariffs and duties ( excluding taxes when assessed onincome derived from sales ) ; and ( g ) Bad debt, freight or other transportation charges, insurance charges, additional special packaging, and other governmental charges