definiens: means, subject to the provisions of Clause 10.4, the aggregate gross In Market sales amounts billed for the Product in accordance with Z ogenix ’s standard accounting principles that is in accordance with US GAAP, less a maximum deduction o f [ * * * ] % ( subject to any adjustments that may be discussed and mutually agreed to in writing by the Parties pursuant to Clause 10.3 ) to cover the following : ( i ) trade, cash or quantity discounts, patient discount programs, rebates to wholesalers for inventory management programs or distribution agree ments, allowances, adjustments and rejections ; ( ii ) rebates, recalls ( other than where the Product is r eplaced without charge ) and returns ; ( iii ) price reductions or rebates imposed by Governmental Authorities ; ( iv ) transportation, importation, shipping, insurance an d other handling expenses directly chargeable to the royalty - bearing sale of the Produ ct, but only to the extent that such expenses are separately delineated in the applicabl e invoices ; and ( v ) chargebacks granted to drug wholesalers or their cu stomers in cases where there are not direct shipments to such customers by [COMPANY], a [COMPANY] A ffiliate or its permitted sublicense