definiens: means, with respect to the Products, the gross invoiced sales amount of the Productssold by DISCUS or its Affiliates to non - affiliate Third Parties, after deduction of the followingitems, to the extent that such deductions are reasonable estimates accrued by Discus : ( a ) trade andquantity discounts, net of any give - backs received by DISCUS in return ; ( b ) refunds, rebates, retroactive price adjustments and service allowances ; ( c ) credits or allowances given for rejection orreturn of previously sold Products or for wastage replacement actually taken or allowed ; ( d ) areasonable credit or allowance for bad debt, and ( e ) any tax, duties or government charge levied onthe sale of Products and borne by DISCUS and/or its Affiliates ( excluding national, state or localtaxes based on income ), provided that such amounts in ( a ) - ( e ) shall be subsequently adjusted asnecessary to an amount actually allowed, taken or incurred ( and provided that such items do notexceed reasonable and customary amounts ) . Such amounts shall be determined from the books andrecords of DISCUS and its Affiliates maintained in accordance with generally accepted accountingprinciples, consistently applied . Sales of the Products by and between a Party and its Affiliates forfurther distribution to a Third Party are not sales to Third Parties and shall be excluded from NetSales calculations for all purposes