definiens: . 1.21 shall mean the invoic ed sales price of a ( Finished ) Product in the Field in the Territory re ceived by [COMPANY], its Affiliates and/or sub - licensees, from independent third partie s in arm 's length transactions exclusively for money or, where the sa le is not at arm 's length, the price that would have been so invoiced if it ha d been at arm 's length, less : ( a ) Credits or allowances, if any, given or ma de for purchase charge backs, price reductions, returns, rebates, rejections, recall or destruction of spoiled, damaged, out - dated, returned or otherwise unacceptable product ( voluntarily made or requested or made by an appropriate governmental agency, subdivisi on or department ), quantity, trade, early - settlement and/or c ash discounts, allowances and/or incentives on account of or in rela tion to the invoiced sales price of ( Finished ) Products ; ( b ) Any duty, tax, excise or governmental char ge upon or measured by the production, sale, transportation, delivery or use of ( Finished ) Products related to or based upon sales of ( Finished ) Products ( including value added taxes ) ; ( c ) Transportation and handling charges or all owances ( freight, postage, shipping and insurance ), if any, incurred on account of or in relation to the invoiced sales price of ( Finished ) Products and provided the amounts are separately charged on the rele vant invoice ; and ( d ) Allowances for bad debts and unpaid accoun ts in respect of the sale of ( Finished ) Products