definiens: means gross amounts invoiced by [COMPANY] ( and ! or an Affiliate of [COMPANY] or a distributor appointed by [COMPANY], excluding wholesalers ) ex - factory on a co = ercial arms - length basis, for sales of Product in the Territory by [COMPANY] ( and ! or an Affiliate of [COMPANY] or a C200003F ~ Faulrung ( Rela'lin ) Page 3 distributor appointed by [COMPANY], excludlng wholesalers ) to a Third party, less deductions for the following amounts directly chargeable to such Product : ( 1 ) customary trade, quantity or cash discounts and rebates ( including non - cash rebates ), actually allowed and taken ; ( 2 ) credits actually granted upon, or allowances for estimated amounts for, returns, claims, rejections, rebates and chargebacks ; ( 3 ) an allowance for uncollectible amounts or bad debts ; ( 4 ) recalls ; and ( 5 ) charges for delivery and handling