definiens: shall mean, with respect to any Product, the gross amount invoiced by or on behalf of [COMPANY] or its Affiliates or sublicensees for that Product sold to Third Parties ( other than to licensees or sublicensees for resale rather than their own use ) in bona fide, arm's - length transactions, less the following deductions, determined in accordance with [COMPANY] ' standard accounting methods as generally and consistently applied by [COMPANY] and its Affiliates in determining net product sales, to the extent included in the gross invoiced sales price of any Product or otherwise directly paid or incurred by [COMPANY], its Affiliates, or sublicensees with respect to the sale of such Product : ( a ) Normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of the Product ; ( b ) Amounts repaid or credited by reason of defects, rejection recalls, returns, rebates and allowances of goods, or because of retroactive price reductions specifically identifiable to the Product ; License, Development and Commercialization Agreement -Confidential Page 8 or 53 ( c ) Chargebacks and other amounts paid on the sale or dispensing of such Product ; ( d ) Amounts payable resulting from governmental ( or agency thereof ) mandated rebate programs ; ( e ) Tariffs, duties, excise, sales, value - added, and other taxes ( other than taxes based on income ) ; ( f ) Retroactive price reductions that are actually allowed or granted ; ( g ) Cash discounts for timely payment ; ( h ) Delayed ship order credits ; ( i ) Discounts pursuant to indigent patient programs and patient discount programs, including, without limitation, and coupon discounts ; G ) All freight, postage and insurance included in the invoice price ; ( k ) Uncollectible amounts on previously sold Products that are written off for financial reporting purposes ( provided that if any such amounts are subsequently collected, such amounts shall be included in Net Sales ' upon such collection ) ; ( 1 ) Two percent a% ) for distribution and warehousing expenses ; and ( m ) Any other specifically identifiable amounts included in the gross invoice of the Product that should be credited for reasons substantially equivalent to those listed above ; all as determined in accordance with [COMPANY] ' usual and customary accounting methods, which are in accordance with the Accounting Standards . Sales from [COMPANY] to its Affiliates and sublicensees shall be disregarded for the purpose of calculating Net Sales