definiens: means the gross invoice price for Product sold by [COMPANY] or its sublicensees or subcontractors to a third party customer less the reasonable and customru : y accrual - basis deductions fiom such gross amounts for : 0 ) normal and customary trade, cash and other discounts, allowances and credits actually allowed and taken directly with respect to sales of Product, ( ii ) credits of allowances actually granted for damaged goods, retruns or rejections of Product ; ( iii ) sales or similar ' taxes ( including duties or other governmental char'ges levied on, absorbed or otherwise imposed directly on the sales of Product, including, without limitation, Page 4 of45 t I I :, value added taxes or other governmental charges otherwise measured by the billing amount ) which are included in any billing amount, and excluding any taxes imposed on or measured by the net income or profits of the selling party ; ( iv ) charge back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers, including but not limited to, wholesalers and chain and phannacy buying groups ; and ( v ) rebates ( 01 ' equivalents thereot ) that are granted to or charged by national, state, provincial or local governmental authorities in countries other ' than the United States . Such amounts shall be determined from the books and records of ' [COMPANY] and its sublicensees and subdistdbutors maintained in accordance with U.S " GAAP consistently applied, and such amounts shall be calculated using the same accounting plinciples used . f01 ' other [COMPANY] products . Sales between or among [COMPANY], its Affiliates and its sublicensees and subdistIibutors shall be excluded from the computation of Net Sales if such Affiliates or sublicensees and subdistributors are not end - users, but Net Sales shall include the subsequent final sales to third parties by any such Affiliates or sublicensees and subdistributors .. Where ( i ) Product is sold by [COMPANY], its Affiliates 01 ' their respective sublicensees and sub distributors other than in an arms­length sale or as one of a number ' of items without a separ'ate invoiced price ; 01 ' ( ii ) consideration for Product shall include any non - cash element, the Net Sales applicable to any such transaction shall be deemed to be [COMPANY] 's average Net Sales price fot · the applicable quantity ofto the Product at that time shall have the meaning given such teIm in Section 5 .. 5(a ) hereof :