definiens: will mean the gross amount invoiced by COMPANY and its AFFILIATES andSUBLICENSEES for PRODUCTS sold to independent third party customers in bona - fide arms - length transactions, less the following deductions to the extent applicable, which may not exceed amounts which COMPANY, AFFILIATES and SUBLICENSEES in good faith believe are reasonable and customary in the country in which thetransaction occurs 2 and which are consistent with similar deductions applied by COMPANY or the relevant AFFILIATE or SUBLICENSEEto sales of its other products : ( i ) customary trade, quantity, or cash discounts to the extent actually allowed and taken ; ( ii ) amounts repaid or credited by reason of rejection or return which are specifically identifiableto PRODUCTS ; ( iii ) to the extent separately stated on purchase orders, invoices, or other documents of sale, anytaxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a PRODUCT which is paid by or on behalf of COMPANY or AFFILIATES ORSUBLICENSEES ; ( iv ) outbound fulfillment and transportation costs prepaid or allowed and costs of insurance intransit, and documented customs duties actually paid ; ( v ) amounts written off for bad debts in accordance with customary accounting practices, provided that any such amounts subsequently paid shall be counted as NET SALES ; ( vi ) charge back payments and rebates granted to ( 1 ) managed healthcare organizations,(2 ) federal, state and/or provincial and/or local governments or other agencies, ( 3 ) purchasersand reimbursers, or ( 4 ) trade customers, including wholesalers and chain and pharmacybuying groups, all only to the extent permitted by applicable law and regulations ; and ( vii ) PRODUCTS provided at or below cost for ( i ) indigent care or patient assistance programsand / or humanitarian purposes, ( ii ) provided for promotional activities without payment, or(iii ) provided to be administered in clinical trials