definiens: : shall mean [COMPANY] 's proprietary database of human Annotation Information and DNA Sequence Information and corresponding cDNA Clones and Full Length Clones as of the Effective Date, and as updated thereafter during the Access Term to include additional Annotation Information and/ or DNA Sequence Information and corresponding cDNA Clones, together with related software and documentation, as described generally in Exhibit A 1.25 : shall mean with respect to each country in the Territory, invoiced sales by [COMPANY], or Affiliates or sublicensees of [COMPANY] on all sales of Drug Product ( in final form for end use ) to an unaffiliated third party ( whether an end - Page 6 * Confidential Treatment Requested user, a distributor or otherwise ), and exclusive of intercompany transfers or sales, less the following deductions from such gross amounts which are actually incurred, to the extent that they are reasonable and customary amounts for such item in the market in which such sale occurred :, and provided that such deductions shall not exceed ten percent ( 10 % ) of aggregate invoiced sales : ( a ) credits or allowances actually granted for damaged Drug Products, returns or rejections, including recalls of Drug Product and retroactive price reductions ; ( b ) freight, postage, shipping, customs duties and insurance charges ; ( c ) normal and customary trade, cash and quantity discounts, allowances and credits ; ( d ) sales, value added or similar taxes duties or other governmental charges ( other than income taxes ) levied on, absorbed or otherwise imposed on the sale of royalty bearing products measured by the billing amount, when included in billing ; ( e ) charge back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers ; ( f ) commissions paid to third parties other than sales personnel and sale representatives or sales agents ; and ( g ) rebates ( or equivalents thereof ) granted to or charged by national, state or local governmental authorities in countries other than the United States