definiens: means the gross invoice price of the Product sold b y [COMPANY] and sublicensees to a Third Party which is not a sublicensee of the selling par ty ( unless such sublicensee is the end user of the Product, in which case the amount billed therefor will be deeme d to be the amount that would be billed to a Third Party in an arm’s - length transaction ) for sales of such Prod uct to such end users less the following items, as allocable to such Product ( if not previously deducted from the a mount invoiced ): ( i ) cash, quantity and trade disco unts, credits, allowances or other price reductions for s uch Product given to such end user, ( ii ) credits, d iscounts, rebates, chargebacks or allowances additionally gra nted ( A ) upon returns, rejections or recalls ( excep t where any such recall arises out of the Party or its sublicen see ’s gross negligence, willful misconduct or fraud ) or ( B ) for nonconforming, damaged, out - dated and returned Prod uct, ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties, tariffs, surcharges or other go vernmental charges ( other than income taxes ), ( v ) g overnment mandated rebates, and ( vi ) a reasonable allowance f or uncollectible or bad debts determined in accorda nce with generally accepted accounting principles consistent ly applied