definiens: shall mean the gross invoice price for Product sold by either of the Parties, or both, theirSublicensees or their Affiliates to a Distributor or a non - Affiliate Third Party customer less the reasonable andcustomary accrual - basis deductions from such gross amounts for : ( i ) normal and customary trade, cash and otherdiscounts, allowances and credits actually allowed and taken directly with respect to sales of Product ; ( ii ) credits orallowances actually granted for damaged goods, returns or rejections of Product ; ( iii ) sales taxes or similar taxes(including duties or other governmental charges levied on, absorbed or otherwise imposed directly on the sales ofProduct, including, without limitation, value added taxes or other governmental charges otherwise measured by thebilling amount ) which are included in billing amount, and excluding any taxes imposed on or measured by the netincome or profits of the selling party ; ( iv ) charge back payments and rebates granted to trade customers, including, but not limited to, wholesalers and government or private insurers ; ( v ) packaging, handling fees, freight, insurance andthe like, and ( vi ) actual uncollectible accounts . For purposes of determined Net Sales in order to calculate the Non - Cancer Royalties owed to Non - Cancer Partners pursuant to Section 11.7.2, amounts deducted under subsection(v ) shall not exceed [ * * * ] % of Net Sales and amounts deducted under subsection ( vi ) shall not exceed [ * * * ] % of NetSales . Such amounts shall be determined from the books and records of a Party, its Affiliates and their Sublicenseesmaintained in accordance with GAAP consistently applied, and such amounts shall be calculated using the sameaccounting principles used for other products of the Party . Sales between or among a Party, its Affiliates andSublicensees shall be excluded from the computation of Net Sales if such Affiliates or Sublicensees are not end - users, but Net Sales shall include the subsequent final sales to non - Affiliate Third Parties by any such Affiliates orSublicensees . Where ( a ) Product is sold by a Party, its Affiliates or Sublicensees other than in an arms - length sale oras one of a number of items without a separate invoiced price ; or ( b ) consideration for Product shall include any non - cash element, the Net Sales applicable to any such transaction [ * * * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF1934, AS AMENDED