definiens: means the gross amounts invoiced by or on behalf of [COMPANY], its Affiliates and their respective sublicensees for sales of Products to Third Parties that are not affiliates or sublicensees of the selling party ( unless such affiliate or sublicensee is the end user of such Product, in which case the amount billed therefor shall be deemed to be the amount that would be billed to a Third Party end user in an arm's - length transaction ), less the following deductions, determined in accordance with [ ... * * * ... ], to the extent included in the [ ... * * * ... ] of any Product or otherwise directly paid or incurred by [ ... * * * ... ] with respect to the sale of such Product : ( a ) normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of the Product ; ( b ) amounts repaid or credited by reasons of * * * Confidential Treatment Requested 7 < PAGE > defects, rejection, recalls, returns, rebates and allowances of goods or because of retroactive price reductions specifically identifiable to the Product ; ( c ) chargebacks and other amounts paid on sale or dispensing of such Product ; ( d ) amounts payable resulting from governmental, regulatory or agency mandated rebate programs ; ( e ) tariffs, duties, excise, sales, value - added and other taxes ( other than taxes based on income ) ; ( f ) retroactive price reductions that are actually allowed or granted ; ( g ) cash discounts actually granted for timely payment ; ( h ) delayed ship order credits actually granted ; ( i ) discounts actually granted pursuant to indigent patient programs and patient discount programs, including, without limitation, and coupon discounts ; ( j ) all freight, postage and insurance included in the invoice price ; ( k ) amounts repaid or credited for uncollectible amounts on previously sold products ; and ( l ) [ ... * * * ... ] in gross amounts invoiced for Products, [ ... * * * ... ] for [ ... * * * ... ] to [ ... * * * ... ] and [ ... * * * ... ] in [ ... * * * ... ] to [ ... * * * ... ] in [ ... * * * ... ] net sales of [ ... * * * ... ]