definiens: means the gross invoice price for Product sold by [COMPANY] or its sublicensees or subcontractors to a third partycustomer less the reasonable and customary accrual - basis deductions from such gross amounts for : ( i ) normal and customarytrade, cash and other discounts, allowances and credits actually allowed and taken directly with respect to sales of Product;(ii ) credits of allowances actually granted for damaged goods, returns or rejections of Product ; ( iii ) sales or similar taxes(including duties or other governmental charges levied on, absorbed or otherwise imposed directly on the sales of Product, including, without limitation, Page 4 of 45 ® value added taxes or other governmental charges otherwise measured by the billing amount ) which are included in any billingamount, and excluding any taxes imposed on or measured by the net income or profits of the selling party ; ( iv ) charge backpayments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers, including but not limited to, wholesalers and chain and pharmacybuying groups ; and ( v ) rebates ( or equivalents thereof ) that are granted to or charged by national, state, provincial or localgovernmental authorities in countries other than the United States . Such amounts shall be determined from the books andrecords of [COMPANY] and its sublicensees and subdistributors maintained in accordance with U.S. GAAP consistently applied, andsuch amounts shall be calculated using the same accounting principles used for other [COMPANY] products . Sales between oramong [COMPANY], its Affiliates and its sublicensees and subdistributors shall be excluded from the computation of Net Sales ifsuch Affiliates or sublicensees and subdistributors are not end - users, but Net Sales shall include the subsequent final sales tothird parties by any such Affiliates or sublicensees and subdistributors . Where ( i ) Product is sold by [COMPANY], its Affiliates ortheir respective sublicensees and subdistributors other than in an arms - length sale or as one of a number of items without aseparate invoiced price ; or ( ii ) consideration for Product shall include any non - cash element, the Net Sales applicable to anysuch transaction shall be deemed to be [COMPANY] ’s average Net Sales price for the applicable quantity of to the Product at thattime, shall have the meaning given such term in Section 5.5(a ) hereof