definiens: means the gross invoice price received by Oncothy reon, its Affiliates and Sublicensees, and their affiliates and sublicensees ( as applicabl e, ), for Products sold by such Selling Party under this Agreement in arm ’s length sales to Third Parties less deductions allowed to the Third Party customer by the Selling Party, to the extent actually taken by the Third Party customer, on such sales for : ( a ) trade, quantity, and cash discounts ; ( b ) credits, rebates and chargebacks ( including tho se to managed - care entities and government agencies ), and allowances or credits to customers on account of rejection or returns ( inclu ding, but not limited to, wholesaler and retailer returns ) or on account of retroactive price reductions affecti ng such Product ; ( c ) freight, postage and duties, and transportation charges specifically relating to Product, including handling and insurance thereto ; and ( d ) sales ( such as VAT or its equivalent ) and excis e taxes, other consumption taxes, customs duties and compulsory payments to governmental auth orities and any other governmental charges imposed upon the sale of the Product to Third Parties