definiens: means the gross invoice price for Product sold by [COMPANY] or its sublicensees or subcontractors to a third party customer less the reasonable and customary accrual - basis deductions from such gross amounts for : ( i ) normal and customary trade, cash and other discounts, allowances and credits actually allowed and taken directly with respect to sales of Product, ( ii ) credits of allowances actually granted for damaged goods, returns or rejections of Product ; ( iii ) sales or similar taxes ( including duties or other governmental charges levied on, absorbed or otherwise imposed directly on the sales of Product . including . without limitation, value added taxes or other governmental charges otherwise measured by the billing amount ) which are included in any billing amount, and excluding any taxes imposed on or measured by the net income or profits of the selling party ; ( iv ) uncollectable accounts ; ( v ) charge back payments and rebates granted to managed health care organizations or to federa1, state and local governments, their agencies, and purchasers and reimbursers or to trade customers, including but · not limited to, wholesalers and chain and phannacy buying groups ; and ( vi ) rebates ( or equivalents thereof ) that are granted to or charged by national, state, provincial or local governmental authorities in countries other than the United States . Such amounts shall be determined from the books and records of [COMPANY] and its subliceosees and subdistributors maintained in accordance with U.S. GAAP consistently applied, and such amounts shall be calculated using the same accounting principles used for other [COMPANY] products . Sates between Page 4 of37 " or among [COMPANY], its Affiliates and its sublicensees and subdistributors shall be excluded from the computation oCNet Sales if such Affiliates or sublicensees and subdistributors are not end­users, but Net Sales shall include the subsequent final sales to third parties by any such Affiliates or sublicensees and subdistributors . Where ( i ) Product is sold by [COMPANY], its Affiliates or their respective sublicensees and subdistributors other than in an anns - length sale or as one of a number of items without a separate invoiced price ; or ( ii ) consideration for Product shall include any non - cash element, the Net Sales applicable to any such transaction shall be deemed to be [COMPANY] 's average Net Sales price for the applicable quantity of to the Product at that time