definiens: means the gross amount invoiced by Werewolf and its Affiliates and Licensees ( each, a ) for the sale, transfer or other disposition of C overed Products less the following deductions ( in each case, to the extent actually in curred, allowed, paid, accrued or allocated with re spect to such sale, transfer or disposition ): ( a ) normal and cust omary trade, quantity and cash discount ; ( b ) rebate s and chargebacks ; ( c ) credits or allowances for returns, rejections and billing errors ; ( d ) sales taxes, va lue added truces or similar taxes, including duties or other governmental charges, imposed on the sale of Covere d Products to third parties, to the extent included in the inv oice price and not reimbursable, refundable or cred itable to the Selling Party ; and ( e ) prepaid freight, insurance a nd handling fees to the extent included in the invo ice price, in each case ( clauses ( a ) through ( e ) ) as determined f rom books and records of the Selling Party maintain ed in accordance with GAAP . Sales of Covered Products bet ween or among Werewolf and its Affiliates and licen sees shall be excluded from the computation of Net Sales if such sales are not intended for end use, but Ne t Sales shall include the subsequent final sales to third p arties by such Affiliates and licensees . If a sale, transfer or other disposition with respect to Covered Products involv es consideration other than cash or is not at arm ’s length, then the Net Sales from such sale, transfer or othe r disposition shall be calculated based upon the ar m ’s length fair market value of the applicable Covered Product, which generally shall mean the Selling Party ’s av erage sales price for the quarter in the country where su ch sale took place