definiens: means ( the gross selling price of the Product in the Territon ' invoiced bv sanofi - aventis . its Affiliates and its sublicensees to Third Parties . less the following deductions and offsets : ( i ) credits . refunds or allowances granted upon returns . rejections or recalls . retroactive price reductions . billing corrections or other allowances ; ( ij ) freight, shipping and insurance costs if included in the gross invoiced selling price ; ( iii ) guantitv . cash and other trade discounts, credits or NY12653521J.2 6 allowances actually granted ; ( iv ) customs duties, taxes and surcharges and other charges by an Authoritv incurred in connection with the production, sale, transportation, deliverY. usc, exportation or importation of Products ; ( v ) amounts incurred for rebates or discount programs ; ( vi ) charge backs, buving group / group purchasing organization administrative fees or managed cafe organization rebates or fees ; and ( vii ) distribution fees and sales commissions paid to non - Affiliates of sanofi - avcntis, all of such deductions and offsets to be calculated in accordance with standard allocation procedure s. allowance methodologies and accounting requirements consistentlv applied, which methods shall be in accordance with generally accepted accounting principles, consistentlv applied . shall not include any amount on account of Products provided to Third Parties or used for research and development, clinical trials, phYsician samples, patient assistance programs, or compassionate use.1 1.37 means Licensor or sanofi - aventis, as the case may be, and means Licensor and sanofi - aventis collectively