definiens: shall mean, with respect to any Optioned Lead Prog ram Compound, Derivative Compound or Drug Product, the gross amount invoiced by or on behalf of [COMPANY] and any [COMPANY] Affil iate or sublicensee for that Optioned Lead Program Compound, Derivative Compound or Drug Product sold to Third Parties ( other than sales to sublicensees for resal e ) in bona fide, arm’s - length transactions, less th e following deductions, determined in accordance with [COMPANY] ’ standard accounting methods as generally and consi stently applied by [COMPANY], to the extent included in the gross invoiced sales price of any Optioned Lead Pro gram Compound, Derivative Compound or Drug Product or ot herwise directly paid or incurred by [COMPANY], its Affiliates or sublicensees with respect to the sale of such Optioned Lead Program Compound, Derivative Compound or Drug Product : ( a ) Normal and customary trade and quantity discoun ts actually allowed and properly taken directly with respect to sales of the Optioned Lead Program Compound, Derivative Compound or Drug Product ; ( b ) Amounts repaid or credited by reason of defects, rejection, recalls, returns, rebates and allowances of goods, or because of retroactive pric e reductions specifically identifiable to such Opti oned Lead Program Compound, Derivative Compound or Drug Product ; License, Development and Commercialization Agreemen t – Confidential – Page 5 ( c ) Chargebacks and other amounts paid on the sale or dispensing of such Optioned Lead Program Compound, Derivative Compound or Drug Product ; ( d ) Amounts payable resulting from governmental ( or agency thereof ) mandated rebate programs ; ( e ) Third Party cash rebates and chargebacks relate d to sales of the Optioned Lead Program Compound, Derivative Compound or finished Drug Prod uct, to the extent actually allowed ; ( f ) Tariffs, duties, excise, sales, value - added, an d other taxes ( other than taxes based on income ) ; ( g ) Retroactive price reductions that are actually allowed or granted ; ( h ) Cash discounts for timely payment ; ( i ) Delayed ship order credits ; ( j ) Discounts pursuant to indigent patient programs and patient discount programs, including, without limitation, and coupon discou nts ; ( k ) All freight, postage and insurance included in the invoice price ; and ( l ) Amounts repaid or credited for uncollectible am ounts on previously sold Optioned Lead Program Compounds, Derivative Compounds or Drug Products ; ( m ) Deduction of [ * * ] percent ( [ * * ] % ) for distribut ion and warehousing expenses ; and License, Development and Commercialization Agreemen t – Confidential – Page 6 ( n ) Any other specifically identifiable amounts inc luded in the gross invoice of the Optioned Lead Program Compound, Derivative Compound or Drug Produ ct that should be credited for reasons substantially equivalent to those listed above all as determined in accordance with [COMPANY] ’ usua l and customary accounting methods, as consistently applied at [COMPANY] . Sales from [COMPANY] to its Aff iliates and sublicensees for resale shall be disreg arded for the purpose of calculating Net Sales . Any of th e items set forth above that would otherwise be ded ucted from the invoice price in the calculation of Net Sa les but which are separately charged to Third Parti es shall not be deducted from the invoice price in the calculation of Net Sales . In the case of any sale for consideration other than cash, such as barter or co untertrade, Net Sales shall be calculated on the fa ir market value of the consideration received as agree d by the Parties