definiens: means the gross amount invoiced by a Party, its Affiliates and any respective Licensees to third parties that are not Affiliates or Licensees of the selling party ( unless such Affiliate or Licensee is the end user of such Product, in which case the amount billed therefor shall be deemed to be the amount that would be billed to a third party in an arm 's length transaction ) for sales of Products to third parties, less the following items, as allocable to such Product ( if not previously deducted from the amount invoiced ): ( j ) trade discounts, credits or allowances ; ( n ) credits or allowances additionally granted upon returns, rejections or recalls ( except where any such recall arises out of a Partys, its Affiliate 's or Licensee 's gross negligence, willful misconduct or fraud ) ; Gjv freight, shipping and insurance charges ; ( iv ) taxes, duties or other governmental tariffs ( other than income taxes ) ; and ( v ) government mandated rebates