definiens: shall mean in respect of direct sales to Third Parties by BIOGENETICS and itsAffiliates in the Territory, the gross invoice price charged from time to time by BIOGENETICS orby its Affiliates, together with all upfront payments, milestones payments, or advances, as thecase may be ( referred to herein as the ), for all Products sold or supplied by theSelling Party, in arm 's length sales or supplies to Third Parties less deductions allowed to theThird Party customer by the Selling Party, to the extent actually taken by the Third Partycustomer, on such sales for : •trade, quantity, and cash discounts ( including to wholesalers ) consistent with usualindustry practice in the Territory ; •credits, rebates and chargebacks ( including those to managed - care entities andgovernment agencies ), and allowances or credits to customers on account of rejectionor returns ( including, but not limited to, wholesaler and retailer returns ) ; •freight, postage and duties, and transportation charges specifically relating to Product, including handling and insurance thereto ; and •sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any othergovernmental charges imposed upon the sale of such Product to Third Parties;In the event of supplies to Third Parties for non - cash or nil consideration, the gross invoice pricecharged from time to time by the Selling Party shall be deemed to have been charged for suchsupply, and prices shall be calculated and payable on the basis set out in Section 5