definiens: means, on a country - by - country and Product - by - Product basis, with respect to any period for each country in the Territory, the gross amounts invoiced byAjinomoto, its Sublicensees or its Affiliates, as applicable, to unrelated Third Parties for sales ofa Product in the Field in such country, less the following deductions to the extent included in thegross invoiced sales price for such Product or otherwise directly paid or incurred by [COMPANY], its Sublicensees or its Affiliates with respect to the sale of such Product in such country : ( i ) anyrebates, trade, quantity and cash discounts, and other usual and customary discounts to10 Portions of this Exhibit, indicated by the mark were omitted and have been filed separately with the Securitiesand Exchange Commission pursuant to the Registrant ’s application requesting confidential treatment pursuant to Rule24b-2 of the Securities Exchange Act of 1934, as amended . CONFIDENTIAL customers ; ( ii ) retroactive price reductions, credits, adjustments and allowances, including, without limitation, rejections and returns ( including, without limitation, recalls, marketwithdrawals, damaged goods, and other corrective actions ), and including, without limitation, allowances and credits related to inventory management or similar agreements withwholesalers ; ( iii ) compulsory payments, rebates and chargebacks and any payments of similarnature including, without limitation, those for managed health care organizations or federal, state, and local governments, their respective agencies ( including, without limitation, ReliefSystem for Sufferers from Adverse Drug Reactions in Japan ), purchasers and reimbursers ; ( iv)sales, excise, turnover, inventory, use, and similar taxes and import / export duties actually due orincurred with respect to the sale of such Product, including, without limitation, value - added taxesand consumption taxes ; ( v ) [ * * * ] ; and ( vi ) freight, postage, shipping and insurance chargesactually paid for local and international delivery of such Product