definiens: shall mean the gross amounts invoiced by LICENSEE for the sale of Licensed Product to a Third Party that is not a Third - Party Distributor, after deduction of ( i ) customary trade, cash and/or quantity discounts actually granted in the o rdinary course of business ; ( ii ) excise and sales t axes and customs duties, provide d and to the extent that they are included in gross amounts invoiced ; ( iii ) amounts actually repaid or credited as rejections, returns or retroactive price reductions in the ordinary course of business, but not in excess of t he selling price of the License Product ; and ( iv ) rebates paid in the ordinary course of business, including those paid pursuant to governmental regulations or agreements with governmental entities . Upon the sal e or other disposal of Licensed Product other than in a bona fide arm ’s leng th transaction exclusively for money or upon any us e of the Licensed Product for purposes which do not result in a disposal of that Licensed Product in consideration of sales revenue customary in the country of use, such sale, other d isposal or use shall b e deemed to constitute a sale at the relevant open market price in the country in wh ich the sale, other disposal or use occurs, or, if that price is not ascertainable, at the price the goods or services provided in exchange for the Licensed Products would obtain in an arm ’s length transaction . For the avoi dance of doubt, sales of Licensed Product between LICENSEE and any Third -Party Distributor shall not be counted as Type 1 Ne t Sales