definiens: shall mean the gross sales pr ice invoiced or otherwise recexxxx xx Covella, its Affiliates or Sublicensees, from sales of Products or Services to Third Party customers, less reasonable and customa ry deductions for the following items incurred with re spect to the sale to such customers : ( a ) credits, a llowances, discounts, rebates and charge backs to the customer ( including those granted to managed - care entities and government agencies as well as entities that manage patient drug benefits ), to the extent actually tak en by the customer ; ( b ) freight, postage and insurance costs on shipments to the customer ( to the extent include d in the gross sales price ) ; ( c ) trade, quantity or cash dis counts allowed to and actually taken by the custome r on the sale ; and ( d ) sales, value - added and other direct taxes ( including customs, duties and other similar governm ental charges ) incurred by the seller on the sale, other than franchise or income tax of any kind whatsoever . If a sale or other disposition with respect to Products or Servi ce is not at arm ’s length, then the Net Sales from such sale or other disposition shall be the arm ’s length fair ma rket value of the Product or Service, which wixx xx xx Xovella ’s, its Affiliate ’s or its Sublicensee ’s, as applicable, average sales price in arm ’s length sa les of such Product or Service for the calendar quarter in the country in which the sale took place