definiens: shall mean the gross amount invoiced ( not dependent on whether such invoices have been actually paid ) on sales of the Product by Nycorned and its Affiliates and Distributors to third parties, less the following items, as determined from the books and records of [COMPANY] or its Affiliates or Distributors, provided that such items do not exceed reasonable and customary amounts in the respective country(s ) of the Territory in which such sale or other disposition occurred : ( i ) freight, insurance and other transportation charges, if billed separately : ( ii ) amounts repaid or credited by reason of returns, rejections . defects . recalls or because of retroactive price reductions : ( iii ) sales taxes . excise taxes . value - added taxes and other taxes ( other than income taxes ) levied on the invoiced amount ; ( iv ) import and export duties : ( v ) cash, trade and quantity discounts actually given or made : and ( vi ) rebates paid pursuant to government regulations . A sale of the Product by [COMPANY] to an Affiliate or Distributor for resale of the Product by such Affiliate or Distributor shall not be considered a sale for the purposes of this provision . but the resale of such Product by the Affiliate or Distributor to a third party who is not an Affiliate or Distributor of [COMPANY] shall be a sale for the purposes of this Agreement