definiens: shall mean, with respect to any Product, the gross amount invoiced to Third Parties for such Product, commencing with the First Commercial Sale of such Product, less deductions for : ( i ) trade, quantity and/or cash discounts, allowances and rebates actually allowed or given ; ( ii ) one and one - half percent ( 1.5 % ) of the gross amount invoiced to Third Parties for such Product to compensate for freight, postage, shipping, insurance and other transportation expenses ( or, if separately identified in the invoice, such greater amount as is identified for freight, postage, shipping, insurance and other transportation expenses in such invoice ) ; ( iii ) credits or refunds actually allowed for rejections, defects or recalls of such Product, outdated or returned Product, or because of rebates or retroactive price reductions for such Product ; and ( iv ) sales, value - added or excise taxes, tariffs and duties, and other taxes directly related to the sale, to the extent that such items are included in the gross invoice price ( but not including taxes assessed against the income derived from such sale ) . Such amounts shall be determined from the books and records of Y AMANOUCHI, its Affiliates or its Sublicensees, or ICAgen, its Affiliates or its Sublicensees, as applicable, maintained in accordance with the generally accepted accounting principles