definiens: means, for any period of determination, with respect to the Product sold byLicensee ( or any Affiliate, successor, sublicensee, subcontractor or agent of Licensee or sublicensee ), theaggregate gross sales for such Product by Licensee ( or any Affiliate, successor, sublicensee, subcontractoror agent of Licensee or Sublicensee ) on an arms - length basis from Third Parties in the Territory during suchperiod, less the following deductions applied on a per Unit basis : 6(a ) trade discounts, including cash and quantity discounts or rebates, credits orrefunds;(b ) allowances or credits granted upon claims or returns;(c ) charges included in the gross sales price for freight, insurance, transportation, postage, and handling of the Product;(d ) customs duties, sales, excise and use taxes and any other governmentalcharges ( including value added tax ) paid in connection with the transportation, distribution, use orsale of the Product ( but excluding what is commonly known as income taxes);(e ) rebates and chargebacks or retroactive price reductions made to federal, state orlocal governments ( or their agencies ), or any Third Party payor, administrator or contractor, includingmanaged health organizations ; and(f ) commissions related to import, distribution or promotion of the Product paid toThird Parties ( specifically excluding any amounts paid to sales personnel, sales representatives andsales agents who are employees or consultants of, or members of a contract sales force engaged byor on behalf of, Licensee or its Affiliates or sublicensees )