definiens: will mean ( a ) the gross invoice price of Agricultural Field Products sold byAlnylam, its Affiliates and sublicensees ( but with respect to [COMPANY] does not include Naked Sublicensees ) to aThird Party ; provided, that such Third Party is an end - user of such Licensed Product or a Third Party whichpurchases Agricultural Field Product(s ) ( whether in packaged form or bulk form ) from [COMPANY], its Affiliate orsublicensee and resells such Agricultural Field Product(s ) to third parties in a manner consistent with normaltrade practices in the Agricultural Field ; less ( b ) the following items : ( i ) deductions actually incurred, allowed, paid, accrued or specifically allocated in financial statements in accordance with generally accepted accountingprinciples, in preparing and utilizing distribution channels for an Agricultural Field Product ( including productreturns, customer rebates, dealer incentives, volume discounts, seed service fees, cash discounts ( pre - paydiscounts ), ( ii ) local competitive response, transportation or cargo insurance, taxes, duties or othergovernmental tariffs ( other than income taxes ), ( iii ) government - mandated rebates, and ( iv ) a reasonable reservefor bad debts, ( and some of which items, by way of example, are currently identified as and ) in all cases allocated to such Agricultural Field Products in accordance with generallyaccepted accounting principles and methodologies established by [COMPANY], its Affiliates or sublicensee, as thecase may be, and that are consistently applied by such party across all of such party ’s products in theAgricultural Field ; provided, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934