definiens: means the gross invoiced Sales prices charged for Identified Products Sold by Licensee in arms lengthtransactions to third parties ( but not including Sales relating to transactions between Licensee, its Affiliates, and/or theirrespective agents ( ), unless for end use consumption ), less the total of the following charges orexpenses as determined in accordance with International Financial Reporting Standards ( IFRS ): ( i ) trade, cash, promptpayment and/or quantity discounts including promotional or service discounts ; ( ii ) returns, allowances, rebates, chargebacks, or payments to government agencies ; ( iii ) retroactive price reductions applicable to Sales of such product ; ( iv ) only thosenormal and customary discounts and rebates or wholesaler ’s discounts and rebates given as part of a formulary program thatare paid or credited to customers, third - party payers, health care systems, or administrators for an Identified Product that isincluded in such formulary program, as permitted by applicable law ; ( v ) credits or allowances for product replacement, whether cash or trade ; ( vi ) non - recoverable Sales taxes, excise taxes, tariffs and duties ; ( vii ) bad debt, to the extent in whichbad debt is defined as bad debt in Licensee ’s records and actually not collected ; and ( viii ) freight or other transportationcharges, insurance charges, additional special packaging, and other governmental charges