definiens: means the gross amounts invoiced by or on behalf of [COMPANY], its Affiliates, any sublicensees of [COMPANY] or any Affiliate of any such sublicensee for sales of Products to Third Parties that are not Affiliates or sublicensees of the selling party ( unless such Affiliate or sublicensee is the end user of such Product, in which case the amount billed therefor shall be deemed to be the amount that would be billed to a Third Party end user in an arm's­length transaction ), less the following deductions ( determined in accordance with GAAP, as consistently applied by [COMPANY] ) to the extent such deduction is ( i ) included in the gross invoiced sales price of any Product or ( ii ) directly paid or incurred by [COMPANY], its Affiliates or sublicensees with respect to such sales, and ( iii ) not previously deducted in the calculation of Net Sales : ( a ) normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of the Product [ ( in the case of discounts to any non - U.S. business Third Party in which [COMPANY] holds an equity interest of fifty percent ( 50 % ) or less or holds some other right to participate in any increase in value of such Third Party, not exceeding the average percentage discount provided to all Third Parties in which [COMPANY] does not hold such an interest or right ) ) ; ( b ) amounts repaid or credited by reasons of defects, rejection, recalls, returns, rebates and allowances of goods or because of retroactive price reductions specifically identifiable to the Product ; ( c ) chargebacks and other amounts paid on sale or dispensing of such Product ; 476204 7 ( d ) amounts paid resulting from governmental, regulatory or agency mandated rebate programs ; ( e ) based on income ) ; tariffs, duties, excise, sales, value - added and other taxes ( other than taxes ( t ) ( g ) ( h ) retroactive price reductions that are actually allowed or granted ; cash discounts actually granted for timely payment ; delayed ship order credits actually granted ; ( i ) discounts actually granted pursuant to indigent patient programs and patient discount programs, including, without limitation, and coupon discounts ( in the case of discounting for reimbursement contracts with managed care or government reimbursement agencies, such discounts not to exceed the average discount per unit in any year for other formulations of Exendin-4 sold for the same indication marketed by [COMPANY] or its sublicensees or their respective Affiliates ) ; ( j ) charges for freight, postage and insurance ; ( k ) amounts repaid or credited for uncollectible amounts on previously sold products ; and ( I ) any other specifically identifiable amounts satisfying the requirements of clauses ( i ) or ( ii ), and ( iii ) above, to the extent such amounts are customary exclusions from net sales calculations in the pharmaceutical industry for reasons substantially equivalent to those listed above and are reasonable in amount relative to similar deductions taken by [COMPANY] in calculating net sales of its other products