definiens: means thrgross amounts billed or invoiced by [COMPANY] . its AfFILlA TES and SUBLICENSEES for the sale or transfer for value of PRODUCTS to third parties in the Territory . less the following deductions : ( a ) customary trade, quantity and cash discounts allowed ; ( b ) product returns, rejections, recalls, credits and allowances allowed to customers, estimates of such returns to be reconciled with actual returns within one ( I ) calendar quarter of each ACCOUNTING PERIOD ; ( d ) rebates to any governmental agency ( or branch thereof ) or to any third party payor, administrator or contractee, estimates of such rebates to be reconciled with actual rebates within one ( I ) calendar quarter of each ACCOUNTING PERIOD ; ( e ) discounts mandated by . or granted to meet the requirements of, applicable state, provincial or federal law, wholesaler, including required chargebacks and retroactive price reductions ; ( t ) reasonable transportation, freight, postage charges and other charges, such as insW'ance, relating thereto, in each case included on an invoice to such third party purchaser ; and ; ( g ) laxes, excises or other govemmentaJ charges upon or measured by the production, sale, transportation, delivery or use of goods, in each case included on an in .... oice to such third parties If any such sales to third parties are made in transactions that are not at arm 's length between the buyer and the seller ( including sales made for non - cash con ~ ideration and sales made without an invoice ), then the gross amount to be included in the calculation of NET SALES shall be the amount that would have been invoiced had the transaction been conducted at arm 's length . Such amount that would have been invoiced shall be detennined, wherever possible, by reference to the average selling price of the relevant PRODUCT in arm's - length U'ansactions in the relevant country--:1 r . IfOncoV;sta, its AFFILIATES or SUBLICENSEES sells a PRODUCT in unflnished form to a third party for resale . then the gross amount to be included in the calculation of NET SALES arising from such sale shall be the amount invoiced by the third party upon resale, in lieu ofthe amounts invoiced by [COMPANY] . its AFFILIATES or SUBLICENSEE when selling the PRODUCT in finished fonn . Otherwise, where OncoVis1a, its AFFILIATES or · SUBLICENSEE sells a PRODUCT in finished form to a third pany that does not require a sublicense Wlder the PATENT RIGHTS for further resale ( each such third parry hereinafter a ), the amount to be included in the calculation of NET SALES shall be the price invoiced from [COMPANY] or its AFFILIATES or SUBLlCENSEE to the DISTRIBUTOR, not the amount invoiced by the DISTRIBUTOR upon resale