definiens: shall mean the average gross invoiced sales price received by [COMPANY] and its Affiliates for the sale of a unit of Licensed Product in arm 's length sales to an independent third part y, or if not an arm 's length sale, the fair market value if it had been an arm 's length sale, in a particula r country for the applicable period, after deduction of the following items, provided and to the extent such items are a ctually incurred and documented and do not exceed reasonabl e and customary amounts in the market in which such sale occurred : ( i ) trade discounts actually allowed ; ( ii ) credits, rebates and returns ; ( iii ) freight and d uties paid for and separately identified on the invoice or other docum entation maintained in the ordinary course of busin ess ; ( iv ) taxes, duties and other compulsory payments to governmental authorities actually paid and separat ely identified on the invoice or other documentation ma intained in the ordinary course of business ; and ( v ) dealer / distributor and seed service fees paid b y [COMPANY] and its Affiliates . All sales of Licensed Products between [COMPANY] and any of its Affiliates and sublicensees shall be disregarded for purposes of computing Average Net Product Price . A shall include any transfer or other disp osition for consideration, and Average Net Product Price shall include all consideration received by [COMPANY] or its Affiliates in respect of any sale of Licensed Product, whether such consideration is in cash, payment in kind, exchange or another form . Average Net Product Price shall not be discounted due to any product unless [COMPANY] or its Affiliates does not offer the Licensed Product outside of a . Subject to the foregoing, i n the case of discounts on of products or services whic h include Licensed Products, [COMPANY] may with notice to Rosetta calculate the Average Net Product Price by discounting the bona fide list price of a Licensed Product by no more than the average percentage discount of all products of [COMPANY] and/or its Affiliates in a particular, calculated as follows : Average percentage discount on a particular = ( 1 -A / B)x 100 where A equals the total discounted price of a part icular of products, and B equals the sum o f the un - discounted bona fide list prices of each unit of ev ery product in such . [COMPANY] shall provide Rosetta documentation, reasonably acceptable to Rosetta, establishing such average discount with respect t o each