definiens: shall mean the gross amounts invoiced by LICENSEE for the sale of Licensed Product to a Third - Party Distributor, after deducti on of ( i ) customary trade, cash and/or quantity discounts actually granted in the ordinary course of business, provided that such discounts are no greater than discounts granted with respect to Competing Product s that are promoted and sold by such Third- Party Distributor ; ( ii ) excise and sales taxes and custom s duties, provided and to the extent that they are included in gross amounts invoiced ; ( iii ) amounts actually r epaid or credited as rejections, returns or retroactive price reductions in the ordinary course of business, but not in excess of the selling price of the Lic ense Product ; and ( iv ) rebates paid in the ordinary cour se of business, including those paid pursuant t o governmental regulations or agreements with governm ental entities, provided that such rebates are no greater than rebates paid with respect to Competing Products that are promoted and sold by such Third - Party Distributor . Upon the sale or other disposal of Licensed Product other than in a bona fide arm ’s length transaction exclusively for money or upon an y use of the Licensed Product for purposes which do not result in a disposal of that Licensed Product i n consideration of sales revenue customary in the country of use, such sale, other disposal or use shall be d eemed to constitute a sale at the relevant open mar ket price in the country in which the sale, other dispo sal or use occurs, or, if that price is not ascerta inable, at the price the goods or servic es provided in exchange for the Licensed Products w ould obtain in an arm ’s length transaction