definiens: means the gross amount invoiced by [COMPANY] or its Affiliates, or their Program Transaction counterparties ( or theirAffiliates ) in Program Transactions for which the Royalty Election is made, for the sale, transfer or other disposition of Product to other ThirdParties ( in final form for end use or in whatever form is sold to Third Parties who are not Program Transaction counterparties ( or theirAffiliates ) ), less any of the following applicable deductions to the extent actually granted and included in the invoiced amounts:(a ) normal, customary trade discounts ( including volume discounts ), credits, chargebacks, rebates, and allowances andadjustments for rejections, recalls, outdated products, and returns, in each case whether voluntary or required;(b ) freight, shipping, and insurance;(c ) sales, use, excise, value - added and similar customs, taxes, tariffs or duties and other governmental charges imposed onsuch sale, transfer, or other disposition ( but in no case taxes on income);(d ) credits actually given or allowances actually made for wastage replacement, Medicare / Medicaid rebates, indigent patient andsimilar programs to provide Product for free ; or(e ) amounts written off by reason of uncollectible debt solely with respect to payments payable for Product to the extentconsistent with Accounting Standards, as determined on a country - by - country basis, but such deduction for uncollectible debt shall not toexceed two percent ( 2 % ) of gross amounts invoiced country - by - country in any twelve ( 12 ) month period