definiens: shall mean the gross amount invoiced by Licensee and its Affiliates and its Sublicens ees for sales of the Licensed Product for end use or consumption to Third Parties that are not Affiliates or Sublicensees of the selling party ( unless such purchasing Affiliate or Sublicensee is the end user of the Licensed Product, in which case the amoun t billed therefore shall be deemed to be the same amount that would be billed to a Third Party end user in an arms -length transaction ) in the Territory, less the total of the following deductions to the extent they are included in the gross invoiced sale p rice of the Licensed Product or otherwise directly paid or incurred by Licensee or its Affiliates or its Sublicensees with respect to the sale of the Licensed Product : ( i)trade, cash, and/or quantity discounts not already reflected in the amount invoiced ; ( ii)excise, sales and other consumption taxes and customs duties to the extent included in the invoice price ; ( iii)freight, insurance and other transportation charges to the extent included in the invoice price ; ( iv)amounts repaid or credited by reason of rejections and defects ; ( v)returns or retroactive price reductions ; ( vi)payments and rebates directly related to the sale of the Licensed Product, and any other specifically identifiable amounts included in gross am ounts invoiced for the Licensed Product, to the extent such amounts are customary exclusions from net sales calculations in the vaccines industry for reasons substantially equivalent to those listed above and are reasonable in amount relative to similar de ductions taken by Licensee or its Affiliates or Sublicensees in calculating net sales of its other products . Any such exclusions shall be negotiated in good faith between the Parties and, if they are unable to agree, resolved in accordance with the dispute resolution mechanism in Section 11.3, as determined in accordance with Licensee ’s accounting methods ( which are in accordance with its or its Sublicensee ’s accounting standards as generally and consistently applied )