definiens: shall mean with respect to any Drug Product the gross amount invoiced by or on behalf of [COMPANY] andany [COMPANY] Affiliate, licensee or sublicensee for that Drug Product sold to Third Parties other than licensees or sublicenseesin bona fide, arm’s - length transactions, less customary deductions, determined in accordance with [COMPANY] ’ standardaccounting methods as generally and consistently applied by [COMPANY], to the extent included in the gross invoiced sales priceof any Drug Product or otherwise directly paid or incurred by [COMPANY], its Affiliates or sublicensees with respect to the sale ofsuch Drug Product, such as : ( i)free goods ; ( ii)cash discounts ; ( iii)direct to customer discounts ; ( iv)charge - backs ; ( v)Medicaid rebates ; ( vi)discount card programs ; ( vii)amounts repaid or credited by reasons of defects, rejection recalls, returns ; ( viii)tariffs, duties, excise, sales, value - added and other taxes ( other than taxes based on income ) ; ( ix)delayed ship order credits ; ( x)all insurance expenses included in the invoice price ; ( xi)amounts credited for uncollectible amounts on previously sold products ; ( xii)deduction of two percent ( 2 % ) for distribution and warehousing expenses ; and ( xiii)any other reduction or specifically identifiable amounts included in the Drug Product ’s gross invoice that should becredited for reasons substantially equivalent to those listed above;all as determined in accordance with [COMPANY] ’ usual and customary accounting methods, which are in accordance withInternational Financial Reporting Standards as consistently applied at [COMPANY] . Sales from 5 Portions of this Exhibit were omitted and have been filed separately with the Secretary of theCommission pursuant to the Registrant ’s application requesting confidential treatment under Rule 24b-2of the Securities Exchange Act of 1934.Novartis to its Affiliates shall be disregarded for purposes of calculating Net Sales . Any of the items set forth above that wouldotherwise be deducted from the invoice price in the calculation of Net Sales but which are separately charged to Third Partiesshall not be deducted from the invoice price in the calculation of Net Sales