definiens: means the gross sale price in local currencies of the Products in the Territory by MOl andlor its Affiliates, including any local Affiliate in Canada, for arm 's lenghth sales to any non - Affiliated third party less those normal and customary deductions made under Generally Accepted Accounting Principles to arrive at Product sales .. lSuch deductions shall comprise any trade and quantity discounts, returns and allowances, rebates, cash discounts, sales and excise taxes, transportation and insurance charges, chargebacks and other amounts paid on sale or distribution of Product, provided that such deductions -4 - tc.onfidenhoa ' I("eatment 1 • ( i ) are directly linked to and related to the gross sales invoiced amount, ( ii ) are specifically related to commercial policies having the purpose of acquiring, maintaining and maximising sales and enlarging the market share of the Product, ( iii ) do not exceed the average usual and customary deductions of this kind for similar products in the Field ( as such term is defined in the Licence Agreement ) in the Territory and ( iv ) shall not include any mark - up or other increase over costs actually incurred by MGI and/or its Affiliates in connection with such gross sales . It is understood that said deductions shall not include any amount related to bad or doubtful debts . Where ( a ) a Product is sold as one of a number of items ( bundled transaction ) without a separate price ; or ( b ) the consideration for the Product shall include any non - cash element ; or ( c ) the Product shall be transferred in any manner ~ther than an invoiced sale, the Net Sales applicable to the quantity of Product of any such transaction shall be deemed to be the average Net Sales for all other transactions of Product at that time in the Territory . 1 1.7 means the gross sales in local currencies of all Products sold in the Territory by MGI and/or its Affiliates, including any local Affiliate in Canada, for arm 's lenghth sales to any non - Affiliated third party less those normal and customary deductions made under Generally Accepted Accounting Principles to arrive at Product sales . Such deductions shall comprise any trade and · quantity discounts, returns and allowances, rebates, cash discounts, sales and excise taxes, transportation and insurance charges, chargebacks and other amounts paid on sale or distribution of Product, provided that such deductions ( i ) are directly linked to and related to the gross sales invoiced amount, ( ii ) are specifically related to commercial policies having the purpose of acquiring, maintaining and maximising sales and enlarging the market share of the Product, ( iii ) do not exceed the average usual and customary deductions of this kind for similar products in the Field ( as such term is defined in the Licence Agreement ) in the Territory and ( iv ) shall ' not include any mark - up or other increase over costs actually incurred by MGI and/or its Affiliates in connection with such gross sales . It is understood that said deductions shall not include any amount related to bad or doubtful debts . Where ( a ) a Product is sold as one of a number of items ( bundled transaction ) without a separate price ; or ( b ) the consideration for the Product shall include any non - cash element ; or ( c ) the Product shall be transferred in any manner other than an invoiced sale, the Net Sales applicable to the quantity of Product of any such transaction shall be deemed to be the average Net Sales for all other transactions of Product at that time in the Territory