definiens: shall mean, with respect to any Product, the gross invoiced sales price of such Product sold by either(i ) [COMPANY], its Affiliates or Sublicensees or ( ii ), as the case requires, [COMPANY], its Affiliates or Sublicensees ( in each case, the ), in finished product form, packaged and labeled for sale, under this Agreement in arm ’s length sales toThird Parties, less deductions allowed to the Third Party customer by the Selling Party, to the extent actually taken by suchThird Party customer, on such sales for:(a ) trade, quantity, and cash discounts;(b ) customary and reasonable credits, rebates and chargebacks ( including those to managed - care entities andgovernment 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 transportation charges relating to such Product, including handling and insurancethereto ; and(d ) sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, customs duties and compulsorypayments to governmental authorities and any other governmental charges imposed upon the importation, use or sale of suchProduct to Third Parties ( excluding any taxes paid on the income from such sales ) to the extent the Selling Party is nototherwise entitled to a credit or a refund for such taxes, duties or payments made