definiens: shall mean the invoice d sales price per unit for each of the BI Products or PPI Products, as app licable, billed to independent customers or Recognized Agents by a par ty or its Affiliates, or permitted sublicensees of either party, less, to th e extent such amounts are included in the invoiced sales price, actual ( a ) credited allowances to such independent customers for such BI Products or PPI Products which were spoiled, damaged, out - dated or returned ; ( b ) freigh t and insurance costs incurred in transporting BI Products or PPI Product s to such customers ; ( c ) quantity and other trade discounts 3 actually allowed and taken ; ( d ) sales, use, value a dded and other taxes or governmental charges incurred in connection with th e sale, exportation or importation of the BI Products or PPI Products in f inished packaged form ; and ( e ) charge back payments and/or rebates provide d to managed health care organizations or federal, state and local governmen ts, their agencies, purchasers and reimburses, including reimbursements to social security organizations . The transfer of the BI Products or P PI Products by a party or one of its Affiliates to ( i ) another Affiliate o f such party or ( ii ) a permitted sublicensee of such party shall not be co nsidered a sale ; in such cases, Net Sales shall be determined based on the i nvoiced sales price by the Affiliate or permitted sublicensee to its custo mer, less the deductions allowed under this Section . Every other commercial use or disposition of BI Products or PPI Products by a party, its Affiliates or permitted sublicensees, other than reasonable quantities of p romotional samples or bona fide sale to a bona fide customer, shall be co nsidered a sale of the BI Products or PPI Products at the weighted average Net Sales price then being invoiced by the seller in arm 's length transa ctions