definiens: means, where WARATAH has not exercised its opt ou t rights in accordance with Section 3.8.6 ( b ), the gross amount billed or invoi ced by ELAN or any of its Affiliates, or Co - Promote rs to Third Parties throughout the Territory for sales or other dispositions or transfers for value of the Product less ( i ) reasonable allowances for normal and customary trade ( including those granted in core distribution agreements and inventory management agreements ), qu antity and cash discounts on Product actually allow ed and taken ( but excluding price discounts granted at the time of invoice which are already reflected in the determination of the amount charged ), ( ii ) transpor tation, insurance and postage charges, if paid by E LAN or any Affiliate, or Co - Promoter of ELAN ( excluding amount s reimbursed by Third Party customers ), ( iii ) credi ts, chargebacks, rebates or returns on Product sold pur suant to agreements ( including, without limitation, managed care agreements ) or government regulations, account ed for in accordance with GAAP, ( iv ) any tax, tarif f, customs duty, excise or other duty or other governm ental charge ( other than a tax on income ) levied on the sale, transportation or delivery of Product and actually paid by ELAN, or any of its Affiliates or Co - Promot ers and ( v ) amounts retained by Co - promoters ; provided none of ( i ) through ( v ) shall be included in Commercial ization Costs . In addition, Net Sales are subject to the fo llowing : ( a ) If ELAN or any of its Affiliates or C o - promoters effects a sale, disposition or transfer of a Product to a customer in a particular country other than on cust omary commercial terms or as part of a package of p roducts and services, the Net Sales of such Product to such customer shall be deemed to be of such Product . For purposes of this subsection ( a ), shall mean the value that would have been derived had such Product been sold as a separate pr oduct to another customer in the country concerned on customary commercial terms