definiens: in a country or region shall mean, with respect to Product, the gross amount invoiced by [COMPANY], BMSor their respective Affiliates ( or by [COMPANY] ’s Sublicenses in the Rest of Territory ) to non - Affiliate third - party purchasers for thesale or distribution of Product in such country or region, as the case may be, in the Territory, less the following amounts, butonly to the extent included in the invoiced amount:(i ) customary trade, quantity and cash discounts actually allowed ( exclusive of discounts given to promote sales of productother than Product ) ; ( ii ) customary rebates, allowances, chargebacks, credits, refunds and other price adjustments actuallygranted and made to customers for rejected, returned or recalled goods, or price reductions ; ( iii ) rebates, credits, charge - backand prime vendor rebates, fees, reimbursements or similar payments or credits granted or given to wholesalers and otherdistributors, buying groups, health care insurance carriers, pharmacy benefit management companies, health maintenance 4 * CONFIDENTIAL TREATMENT REQUESTED . CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSIONorganizations or other institutions or health care organizations, and price reductions / adjustments required by law, regulationsor contract, including, without limitation, those paid in connection with sale of Product to governmental or regulatoryauthorities or programs ; ( iv ) transportation and insurance costs incidental to the sale of Product ; and ( v ) any tax, tariff customsduties, excise or other duties or other governmental charge ( other than an income tax ) levied on the sale, transportation ordelivery of Product and borne by the seller thereof . Such deductions shall in each case be related specifically to the Product(except to the extent this is not practicable, in which event such deductions shall be allocated in the ratio of gross sales of theProduct to the total gross sales of all products to which such deductions apply ) and shall be actually allowed to or taken bynon - Affiliate third - party purchasers and not otherwise recovered by or reimbursed from the third - party purchasers to [COMPANY], [COMPANY] or their Affiliates or Sublicensees . For the sake of clarification, no sales to [COMPANY] ’s, [COMPANY] ’s or their Affiliates ’ orSublicensees ’ distributors or agents shall, unless they are non - Affiliate third - party purchasers, be considered as sales for thepurpose of this definition, and only sales ( and all sales ) to non - Affiliate third - party purchasers shall be the basis fordetermining the amount of Net Sales ; provided that, if [COMPANY], [COMPANY] or their Affiliates or Sublicensees furnish Product directlyor indirectly to an end user in a commercial transaction for which [COMPANY], [COMPANY] or their Affiliates or Sublicensees receiveconsideration other than in the form of cash, or if [COMPANY], [COMPANY] or their Affiliates or Sublicensees are the ultimate commercialend users of Product, the value of Product so furnished or used shall be included in Net Sales ; in such case, Net Sales ofProduct so furnished or used by [COMPANY], [COMPANY] or their Affiliates or Sublicensees shall be determined by multiplying thequantity of Product so furnished or used during a given calendar quarter by the average selling price of Product to non - Affiliate third - party purchasers in the same country during the same calendar quarter . In the case of a Product containing theCompound, a Compound Form or a Related Compound in combination with other active therapeutic ingredients, Net Sales ofsuch combination product shall be determined as follows : Net Sales as defined above shall be multiplied by a fraction, thenumerator of which shall be the average selling price of such quantity of Product as contains one ( 1 ) gram of the Compound, the Compound Form or the Related Compound as the sole active therapeutic ingredient, and the denominator of which shallbe the average selling price of such quantity of combination Product as contains one ( 1 ) gram of the Compound, theCompound Form or the Related Compound