definiens: shall mean with respect to the Product the gross amount invoiced by or on behalf of the relevant Party and its Affiliates and sublicensees for the Product sold to Third Parties other than licensees or sublicensees in bona fide, arms - length transactions, less customary deductions, determined in accordance with the Party 's Accounting Standards as generally and consistently applied by that Party, to the extent included in the gross invoiced sales price of any Product or otherwise directly paid or incurred by such Party, its Affiliates or sublicensees with respect to the sale of such Product, such as : ( i ) normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of the Product ; ( ii ) amounts actually repaid or credited by reasons of defects, rejection recalls, returns, rebates and allowances of goods ; ( iii ) chargebacks and other amounts paid, on sale or dispensing of such Product ; ( iv ) amounts payable resulting from governmental mandated rebate programs ; ( v ) tariffs, duties, excise, sales, value - added and other taxes ( other than taxes based on income ) ; ( vi ) retroactive price reductions specifically identifiable to the Product that . are actually allowed or granted ; ( vii)-customary cash discounts for timely payment ; ( vii ) delayed ship order credits ; ( viii ) discounts pursuant to indigent patient programs and patient discount programs, including coupon discounts ; and ( x ) all freight, postage and insurance included in the invoice price