definiens: means, with respect to any Product, the gross invoiced sales of such Product by Companyor its Affiliates or sublicensees, as applicable, to Third Parties after the First Commercial Sale of such Product, lessthe following deductions to the extent included in the gross invoiced sales price for such Product or otherwise directlypaid or incurred by Company or its Affiliates or sublicensees, as applicable, with respect to the sale of such Product:(i ) normal and customary trade and quantity discounts, credits and allowances actually allowed andproperly taken directly with respect to sales of such Product;(ii ) amounts repaid or credited by reason of rejections, recalls, returns, rebates, government mandatedrebates and allowances;(iii ) chargebacks and other amounts paid on sale or dispensing of such Product;(iv ) retroactive price reductions that are actually allowed or granted;(v ) tariffs, duties, excise, sales, value - added or other taxes ( other than taxes based on income);(vi ) cash discounts for timely payment ; - 2 -(vii ) delayed ship order credits;(viii ) discounts pursuant to patient discount programs ; and(ix ) freight, shipping and insurance charges