definiens: shall mean, with respect to a Drug Product, the grossamount invoiced by NIBRI and any NIBRI Affiliate, sublicensee or marketingpartner to Third Party customers for the Drug Product, less : ( a ) Normal and customary trade and quantity discounts and non - affiliated brokers ' or agents ' commissions actually allowed and taken and not already reflected in the amount invoiced ; ( b ) Amounts repaid or credited by reason of defects, rejections, returns, recalls, allowances, or retroactive price reductions ; ( c ) Third Party cash rebates and chargebacks related to sales of finished Drug Products, to the extent allowed ; ( d ) Retroactive price reductions that are actually allowed or granted ; ( e ) Tariffs, duties, excise, sales, value - added, and other consumption taxes and customs duties to the extent included in the invoice price and paid by or on behalf of NIBRI ; ( f ) Cash discounts for timely payment ; ( g ) Delayed ship order credits ; ( h ) Discounts pursuant to indigent patient programs and patient discount programs of any nature ; ( i ) A fixed charge of [ /\#/\ ] to cover warehousing and distribution expenses ; and ( j ) Any other specifically identifiable costs or charges included in the gross invoiced sales price of such Drug Product falling within categories substantially equivalent to those listed above ; provided that : ( i ) In the case of any sale or other disposal of a Drug Product between or among NIBRI and its Affiliates, sublicensees or marketing partners, for resale, Net Sales shall be calculated as above only on the value charged or invoiced on the first arm 's length sale to a Third Party ; ( ii ) In the case of any sale or other disposal, such as barter or counter - trade, of any Drug Product, or part thereof, otherwise than in an arm 's length transaction exclusively for money, Net Sales shall be calculated as above on the value of the consideration received or, if higher, on the fair market price of the Drug Product in the relevant country of sale or disposal ; and ( iii ) In the event that a Drug Product is sold as part of a combination product, Net Sales of the Drug Product, for the purpose of determining royalty payments, shall be determined by multiplying Net Sales ( as defined above ) of the combination product by the fraction A/(A+B ), where A is the weighted ( by sales volume ) average sales price of the Drug Product when sold separately in finished form and B is the weighted average sale price of the other product(s ) sold separately in finished form . In the event that such average sales price can not be determined for both the Drug Product and the other product(s ) in combination, Net Sales for purposes of determining payments hereunder shall be mutually agreed by the parties based on the relative value contributed by each component, and such agreement shall not be unreasonably withheld