definiens: shall mean the gross invoice price by [COMPANY] or its Affiliates or licensees, as the case may be, for all Lead Products sold by [COMPANY], its Affiliates or licensees ( ), under this Agreement in arm 's length sales to Third Parties less reasonable deductions allowed to the Third Party customer by the Selling Party to the extent actually taken by such Third Party customer, on such sales for : ( a ) trade, quantity, and cash discounts ; ( b ) credits, rebates ( including those to managed - care entities and government agencies ), and allowances or credits to customers on account ofrejection 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 ; ( d ) sales and excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of such Lead Product to Third Parties and ( e ) any other deductions to the extent actually taken by such Third Party customer . Notwithstanding the foregoing, Net Sales shall not include sales among [COMPANY], its Affiliates and licensees for resale, provided that such resale shall be included within Net Sales