definiens: shall mean on a country by country basis the price invoiced by Pierre Fabre or Cypress, as applicable, or their respective Affiliates or sub­licensees from a Third Party which is not an Affiliate or sub - licensee of the selling party ( unless such Affiliate or sub - licensee is the final user of and does not further sell such product, in which case the amount billed therefor shall be deemed to be the anlOun ( that would be billed to a Third Party in an arm's - length transaction ) for sales of any Licensed Product to such Third Parties less the following items, as allocable to such Licensed Product : ( 0 trade discounts, credits or allowances, ( ii ) credits or allowances additionally granted upon returns, rej ections or recalls ( except where any such recall arises out of Pierre Fabre 's or Cypress ' or its Affiliate 's or sub - licensee 's gross negligence, wiHful misconduct · or fraud ), ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties or other govennnental tariffs ( other than income taxes ) and ( v ) government mandated rebates