definiens: means the gross invoice price received by a Party or ( subject to the qualifications regarding sales by Sublicensees set forth below ) by a Sublicensee, as the case may be, for Products sold by such Party or Sublicensee ( ), under this Agreement in arm ’s length sales to T hird Parties less deductions allowed to the Third P arty 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 those to managed - care entities and government agenc ies ), and allowances or credits to customers on account of re jection or returns ( including, but not limited to, wholesaler and retailer returns ) or on account of retroactive price reducti ons affecting such Product ; ( c ) freight, postage and duties, and transportat ion charges specifically relating to Product, inclu ding handling and insurance thereto ; and ( d ) sales ( such as VAT or its equivalent ) and ex cise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposed upon the sale of the P roduct to Third Parties