definiens: shall mean, with respect to a Licensed Product, the grossamount invoiced by or on behalf of [COMPANY] or any [COMPANY] Affiliate, licenseeor sublicensee for that Licensed Product sold to Third Parties ( other thanlicensees or sublicensees ) in bona fide, arm's - length transactions, lesscustomary deductions, determined in accordance with [COMPANY] 's standardaccounting methods and in accordance with International Financial ReportingStandards ( IFRS ) as generally and consistently applied by [COMPANY], to theextent included in the gross invoiced sales price of any Licensed Product orotherwise directly paid or incurred by [COMPANY], its Affiliates or distributorswith respect to the sale of such Licensed Product, including : ( a ) free goods;(b ) cash discounts ; ( c ) direct to customer discounts ; ( d ) charge - backs ; ( e)Medicaid rebates ; ( f ) deductions due for discount card programs ; ( g ) amountsrepaid or credited by reasons of defects, rejection recalls, returns ; ( h)tariffs, duties, excise, sales, value - added and other taxes ( other than taxesbased on income ) ; ( i ) delayed ship order credits ; ( j ) all insurance expenseincluded in the invoice price ; ( k ) amounts credited for uncollectible amounts onpreviously sold products ; ( l ) deduction of [ * * ] for distribution and warehousingexpenses ; and ( m ) any other reduction or specifically identifiable amountsincluded in the Licensed Product 's gross invoice that are creditable for reasonssubstantially equivalent to those listed above . Sales between or among [COMPANY], its Affiliates or their respective licensees and sublicensees shall bedisregarded for purposes of calculating Net Sales . Any of the items set forthabove that would otherwise be deducted from the invoice price in the calculationof Net Sales but which are separately charged to Third Parties shall not bededucted from the invoice price in the calculation of Net Sales