definiens: means the aggregate gross sales price invoiced or otherwise received ( whichever is greater ) by Licensee, its Affiliates, or Sublicensees, from sales or other dispositions of all Products to Third Party customers, less reasonable andcustomary deductions for the following items incurred with respect to the sale to such customers : ( a ) credits, allowances, discounts, rebates and charge backs to the customer ( including those granted to managed - care entities and government agenciesas well as entities that manage patient drug benefits ), to the extent actually taken by the customer ; ( b ) freight, postage andinsurance costs on shipments to the customer ( to the extent included in the gross sales price ) ; ( c ) trade, quantity or cashdiscounts allowed to and actually taken by the customer on the sale ; and ( d ) sales, value - added and other direct taxes(including customs, duties and other similar governmental charges ) incurred by the seller on the sale, other than franchise orincome tax of any kind whatsoever . If a sale or other disposition with respect to Products is not at arm ’s length, then the NetSales from such sale or other disposition shall be the arm ’s length fair market value of the Product, which will mean Licensee’s, its Affiliate ’s, or Sublicensee ’s, as applicable, average sales price in arm ’s length sales of such Product for the calendar year inthe country in which the sale took place