definiens: shall mean the gross invoice price by [COMPANY] or its Affiliates or Sublicensees, as the case may be, for all Products sold by [COMPANY], its Affiliates or Sublicensees ( ), under this Agreement in arm 's length sales to Third Parties, less deductions allowed to the Third Party customer by the Selling Party on such sales for : ( a ) trade, quantity, and cash discounts ; ( b ) credits, rebates ( including those to managed - care entities and government agencies ), and allowances or credits to customers on account of rejection or returns ( including, but not limited to, wholesaler and retailer returns ) or on account of retroactive price reductions affecting such Product ; ( c ) freight, postage and duties ; and ( d ) sales and excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of such Product to Third Parties . In addition, the Selling Party may exclude from Net Sales a reasonable provision for uncollectible accounts, to the extent such reserve is determined in accordance with generally accepted accounting standards, consistently applied across all product lines of the particular Party, until such amounts are actually collected . Notwithstanding the foregoing, Net Sales shall not include sales among [COMPANY], its Affiliates and Sublicensees for resale, provided that such resale shall be included within Net Sales