definiens: means the gross invoice price of the Product sold b y the Party having the right to sell or have sold the Product pursuant to this Agreement, and/or sublicensees of such Party, to a Third Party which is not a sublicensee of the selling party ( unless such subli censee is the end user of the Product, in which cas e the amount billed therefor shall be deemed to be the amount th at would be billed to a Third Party in an arm's - len gth transaction ) for sales of such Product to such end users less the following items, as allocable to suc h Product ( if not previously deducted from the amount invoiced ): ( i ) trade discounts, credits or allowances, ( ii ) cr edits or allowances additionally granted upon returns, rejec tions or recalls, ( iii ) freight, shipping and insur ance charges, ( iv ) taxes, duties or other governmental tariffs ( o ther than income taxes ), and ( v ) government mandate d rebates