definiens: shall mean, for the purposes of calculating royal ties, in any case where a Product is sold or commercially disposed of for value by Company or it s Affiliate in an arm ’s length transaction with a t hird party ( other than an Affiliate of Company ) in the Territo ry, the gross invoice price for such Product : less the following : • discounts, coupons, rebates, and co - operative adver tising allowances, directly identifiable to the Product, to purchasers actually taken or allowed, w hich are consistent with the normal business practices of Company across its product line ; • credits or allowances given or made for rejections or return of any previously sold Products ( for which a royalty has already been paid ) actually tak en or allowed, which are consistent with the normal business practices of Company across its pro duct line ; • to the extent included in such gross invoice price and actually paid by Company, any tax or government charge imposed on the production, import, export, sale, delivery or use of such Products, including, without limitation, any value added or similar tax or government charge, but not including any tax levied with respect to income ; • to the extent included in such gross invoice price, any shipping or freight charges for delivery to the third - party purchaser, to the extent that such shipping charges are consistent with the normal business practices of Company across its product li ne ; and • notwithstanding any other provision in this Agreeme nt, Net Sales shall not include the transfer / use without consideration of any Product by Company : for use in any clinical trial or in any pre - clinica l or other research ; -3- [ * * * ] Indicates that information has been omitted a nd filed separately with the Securities and Exchang e Commission . Confidential treatment has been request ed with respect to the omitted portions