definiens: means, with respect to any Product, the gross amount invoiced by or on behalf of [COMPANY] and any of itsAffiliates or Sublicensees for such Product sold to Third Parties ( other than sales to Sublicensees for resale ) in bona fide, arm’s - length transactions, less the following deductions, determined in accordance with the Accounting Standards asgenerally and consistently applied by [COMPANY], to the extent included in the gross invoiced sales price of any Product orotherwise directly paid or accrued 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 tosales of such Product ; ( b ) Amounts repaid or credited by reason of defects, rejection, recalls, returns, rebates and allowances of goods, orbecause of retroactive price reductions specifically identifiable to such Product ; ( 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 ) Third Party cash rebates and chargebacks related to sales of such Product, to the extent actually allowed ; ( f ) Tariffs, duties, excise, sales, value - added, and other taxes ( other than taxes based on income ) ; [ * ] = Confidential treatment of certain confidential information contained in this document, marked bybrackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended