definiens: shall mean, with respect to sales of each Product in a given country in the Territory during any applicable period, ( i ) the aggregate gross invoice price for each Product actually sold by [COMPANY] to Third Parties less, to the extent actually incurred, charged or credited to the Third Party and identified on the invoice or other documentation related to the sale, ( ti ) the sum of ( a ) trade or cash discounts, quantity discounts, rebates and other price reductions, ( b ) Product returns ; provided, that no charge may be taken for the return by Third Parties of Obsolete Products without the approval of the Collaboration Committee, ( c ) bad debt write - offs, ( d ) packaging, shipping and other delivery charges ( excluding any such charges included in Manufacturing Costs ), ( e ) sales, value added, excise and other direct taxes, and ( I ) any losses or charges related to foreign currency exchange for Products purchased by [COMPANY] from [COMPANY] in Dollars and sold by [COMPANY] in a foreign currency, and the resulting difference between ( i ) and ( ii ) divided by ( iii ) the number of units of the relevant Product sold during the period . Average Net Sales Price shall be determined on a Product - by - Product basis and country - by - country basis . Average Net Sales Price shall be calculated in Dollars and if any payments are made to [COMPANY] by a Third Party in foreign currency, such payments shall be convened to Dollars at the rate and pursuant to the procedures determined by the Collaboration Committee