definiens: shall mean,, the total amount invoiced by [COMPANY] or any of its Affiliates for Sales of the Product in the Territory to any Third Party, includ ing, without limitation, customers, such as wholesa lers, drug chains and pharm acies,, as determined in accordance with GAAP, as w ell as the total value of any consideration or benefits received by [COMPANY] or an y of its Affiliates from a Third Party in exchange for Sales of the Product in the Territory ; provided tha t with respect to Sales in the Territory to any Third Party which are not arm's- length or in the ordinary course of business ; or ( i i ) for less than the seller is then charging in arm's- length transactions for comparable products, while taking into account the then prevailin g market conditions, the price invoiced and the con sideration per Sale, shall be deemed to be no less than the average Sale price of the Product in arm's- length ordinary course transactions by [COMPANY] or its Affiliate, as the case may be, for purpose of d e termining with respect to such Sale