definiens: means ( a ) with respect to the Primary Territory, the gross Ex - factory sales amount invoicedfor all commercial sales to Third Parties by [COMPANY] and/or its Affiliates, sublicensees or Marketing Distributor(s ) withinthe Primary Territory for the sale of the Final Product, reduced by the following deductions actually allowed orreserved in accordance with GAAP ( collectively, ) up to a maximum of twenty percent ( 20%)of such gross Ex - factory sales amount : ( i ) discounts actually granted and returns credited ; ( ii ) payments by any distributor to [COMPANY] other than for the final sale of theFinal Product to the end customer ; and ( iii ) sales taxes, value - added taxes, excise taxes, tariffs and duties, includinggovernment compulsory deduction on sales ( i.e. payback mechanism ) and other rebates and taxes directly related tothe sale of the Final Product in the Territory ; and ( b ) with respect to the Secondary Territory, the amount paid to [COMPANY] and/or itsAffiliates by its Marketing Distributor(s ) for the sale of the Final Product within the Secondary Territory, reduced by thedeductions described in subclauses ( i ) and ( iii ) of Permitted Deductions