definiens: means, with respect to any Product, the gross invoiced sales price of such Product sold by [COMPANY] orPROSENSA or their respective Affiliates or Sublicensees ( the ) in finished product form, packaged andlabelled for sale, under this Agreement in arm ’s length sales to Third Parties, less deductions allowed to the Third Partycustomer by the Selling Party and actually incurred, allowed, paid, accrued or specifically allocated as reported by theSelling Party in its financial statements in accordance with the International Financial Reporting Standards ( ) forGSK or PROSENSA ( or any other Selling Party which accounts in accordance with IFRS ) applied on a consistent basis, for : ( a)customary and reasonable trade, quantity, and cash discounts and wholesaler allowances ; provided that, in thecase of pharmacy incentive research programs, hospital performance incentive research program chargebacks, disease management research programs, similar research programs or discounts and wholesaler allowances on of products, all discounts, wholesaler allowances and the like shall be applied on a reasonable andproportionate basis ; ( b)customary and reasonable credits, rebates and chargebacks ( including those to managed - care entities andgovernment agencies ), and allowances or credits to customers on account of rejection or returns ( including, butnot limited to, wholesaler and retailer returns ) or on account of retroactive price reductions affecting suchProduct ; ( c)freight, postage and duties, and transportation charges relating to such Product, including handling and insurancethereto to the extent included on the invoice ; ( d)sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, customs duties and compulsorypayments to governmental authorities and any other governmental charges imposed upon the importation, use orsale of such Product to Third Parties ( excluding any taxes paid on the income from such sales ) to the extent theSelling Party is not otherwise entitled to a credit or a refund for such taxes, duties or payments made ; 14 ( e)the lesser of ( a ) * * * * * of the aggregate gross amount billed or invoiced on sales of a Product in the relevantcountry or ( b ) the actual amount of any write offs for bad debt relating to such sales during the period in which aSelling Party has the obligation to pay a royalty ; and ( f)other items actually deducted from gross sales in relation to changes in accounting guidelines as per IFRS and tothe extent that such deductions are consistently applied across the relevant Party ’s business