definiens: means with respect to any Product, the gross amount invoiced byPTC, any of its Affiliates and or any Sublicensee ( each, a ) to a Third Party(including a customer, distributor, wholesaler or end user ) for sales or distribution of suchProduct, less the following deductions as calculated in accordance with the applicableAccounting Standard as consistently applied:1.58.1normal trade, cash, quantity and other customary discounts actuallygiven to customers in the ordinary course of business;1.58.2rebates, credits and allowances given by reason of rejectionsreturns, damaged or defective product or recalls;1.58.3government - mandated rebates and any other compulsory payments, credits, adjustments and rebates actually paid or deducted;1.58.4 [ * * * ] percent ( [ * * * ] % ) of all price adjustments, allowances, credits, chargeback payments, discounts, rebates, fees and reimbursements or similar payments grantedor made to wholesalers, distributors or other trade customers ( the ) ; provided, however, the total deduction allowed for such Specific Discounts shall be capped at [ * * * ] percent ( [ * * * ] % ) of the ex - factory sales price for the applicable Product;9 ActiveUS 169009360v.1Confidential 1.58.5price adjustments, allowances, credits, chargeback payments, discounts, rebates, free of charge concessions, fees and reimbursements or similar paymentsgranted or made to managed care organizations, group purchasing organizations or other buyinggroups, pharmacy benefit management companies, health maintenance organizations and anyother providers of health insurance coverage, health care organizations or other health careinstitutions ( including hospitals ), health care administrators, patient assistance or other similarprograms, or to federal state / provincial, local and other governments, including their agencies(but in all cases excluding Specific Discounts, which shall solely be governed by the precedingsubsection);1.58.6reasonable and customary freight, shipping, insurance and othertransportation expenses, if actually borne by the applicable Selling Party without reimbursementfrom any Third Party ; and1.58.7sales, value - added, excise taxes, tariffs and duties, and other taxesand government charges directly related to the sale, delivery or use of such Product ( but notincluding taxes assessed against the net income derived from such sale.)If non - monetary consideration is received for any Product, Net Sales will be calculatedbased on the average price charged for such Product during the preceding Calendar Quarter inthe relevant country, or in the absence of such sales, the fair market value of the Product, asdetermined by the Parties in good faith