definiens: of a Covered Product shall mean!ihe invoiced sales price of the Covered Product billed by [COMPANY] or its Affiliates ( or, where applicabl ~ y licensees of [COMPANY] ) to customers of [COMPANY] ' xl ' ( or of its licensees ) who are not Affiliates, less ( to the extent incurred and absorbed by [COMPANY], its ' " Affiliates, or any such licensee ): ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out - dated, rejected or returned Covered Product ; ( b ) transportation and insurance costs in transporting the Covered Product in final form to such customers ; ( c ) actual cash, quantity and trade discounts, rebates, and other price adjustments 5 i CONFIDENTIAL TREATMENT REQUESTED or price reduction programs ; ( d ) sales, use, value - added and pther direct taxes, or any other governmental charge imposed upon the production, importation, use or sale of the Covered Product ; ( e ) customs duties, s ~ rcha : rges and other governmental charges in c ~ ection with the exportation or importation of the Covered Product in final form ; and ( f ) bad deb,::J Gotwithstandin g the foregoing, if any ' Covered Product is sold under a bundled or capitated arrangement with other [COMPANY] products, then, solely for the purpose of calculating Net Sales for royalty pU1poses hereunder, any discount on Covered Products sold under such an arrangement shall, not exceed the weighted average discount ( based on gross sales ) for all products included within such bundled arrangement for the applicable accounting period . In case of any dispute as to the applicable discount numbers under the preceding sentence, the determination of same shall be calculated and certified by [COMPANY] ' independent public accountants . Net Sales shall be determined at the point of sale from [COMPANY] ( or from such of its Affiliates or licensees to whom [COMPANY] may sell such Covered Product ) to a Person not Affiliated with [COMPANY] ( or such licensee ) ; provided, however, that sales by [COMPANY] or its Affiliates of a Covered Producno a distributor of such Covered Product in a given country shall not be considered sales to a licensee for purposes of the foregoing . Sales by [COMPANY] to an Affiliate or licensee shall constitute a sale for purposes of this definition if the Affiliate or licensee is the end user of the Covered Product . Notwithstanding the foregoing, any Covered Products used ( but not sold for consideration ) for promotional or advertising § rposes or used for clinical or other research purposes shall not be considered Net Sales hereunder