definiens: means the gross amount invoiced by a Party, its Affiliates and any respective Licensees to third parties that are not Affiliates or Licensees of the selling party ( unless such Mfiliate or Licensee is the end user of such Product, in which case the amount billed therefore shall be deemed to be the amount that would be billed to a third party in an ann 's length transaction ) for sales of Products to third parties, less the following items, as allocable to such Product ( if not previously deducted from the amount invoiced ): ( i ) trade discounts, credits or allowances ; ( ii ) credits or allowances additionally granted upon returns, rejections or recalls ( except where any such recall arises out of a Party 's, its Affiliate 's or licensee 's gross negligence, willful misconduct or fraud ) ; ( iii ) freight, shipping and insurance charges ; ( iv ) taxes, duties . or other governmental tariffs ( other than income taxes ) ; and ( v ) government mandated rebates