definiens: means, as to each Calendar Quarter during the Ter m, the gross invoiced sales prices charged for the Licensed Product sold by Jazz or it s Affiliates or Sublicensees to Third Parties throu ghout the Territory during such Calendar Quarter in bona fide arm ’s length transactions, as determined in accord ance with the Jazz Accounting Standards, less the following a mounts incurred or paid by Jazz or its Affiliates o r Sublicensees during such Calendar Quarter with respect to sales of the Licensed Product regardless of the Calendar Quarter in which such sales were made : ( a ) trade, quantity and cash discounts actua lly allowed or taken ; ( b ) discounts, coupons, refunds, rebates, ch argebacks, co - pay provided by or on behalf of the selling party, retroactive price adju stments, and any other allowances actually allowed or given which effectively reduce the net selling price ; 4 Include if Licensed Product is a DMx product only