definiens: means the gross amounts invoiced by [COMPANY], its Affiliates or sublicensees for sales of Licensed Product in finished package form ( ready for use by the ultimate consumer ) in the Territory to a Third Party, including, but not limited to, sales to wholesalers or other customers typical in each country in bona fide, arm 's length transactions . In the event [COMPANY] does not sell directly to such customers in one or more countries, electing instead to utilize another party as a distributor to those customers, it is understood that Net Sales shall include sales by the distributor rather than [COMPANY] 's sales to the distributor . In determining Net Sales, certain deductions may be taken against the gross amount invoiced . These allowable deductions are : 1.29.1 ( i ) discounts, including cash discounts, discounts to managed care or similar organizations or government organizations, administrative fees paid to pharmacy benefits managers ; ( ii ) rebates paid or credited, including government rebates such as Medicaid chargebacks or rebates ; ( iii ) retroactive price reductions or allowances actually allowed or granted from the billed amount ; and ( iv ) commercially reasonably promotional allowances actually granted to customers as reflected on the same invoice as for the sale of Licensed Product ; 1.29.2 credits or allowances actually granted upon claims, rejections or returns of such sales of Licensed Products, including government mandated recalls and recalls that [COMPANY] reasonably believes are in the best interest of the consumer, it being understood that if the recalled Licensed Product is resupplied, Net Sales shall be calculated based on the resupplied quantities at the price previously charged, provided that the cause of the recall was not due to the negligence of [COMPANY] ; 1.29.3 taxes, duties or other governmental charges levied on or measured by the billing amount when included in billing, as adjusted for rebates, charge­backs and refunds ; and 1.29.4 freight, postage, shipping and insurance charges to the extent included on the same invoice by [COMPANY] or its Affiliates or sublicensee for delivery of such Licensed Products