definiens: shall mean the gross sales price invoiced or otherwise received by Covella, its Affiliates or Sublicensees, from sales of Products or Services to Third Party customers, less reasonable and customary deductions for the following itemsincurred with respect to the sale to such customers : ( a ) credits, allowances, discounts, rebates and charge backs to the customer(including those granted to managed - care entities and government agencies as well as entities that manage patient drugbenefits ), to the extent actually taken by the customer ; ( b ) freight, postage and insurance costs on shipments to the customer(to the extent included in the gross sales price ) ; ( c ) trade, quantity or cash discounts allowed to and actually taken by thecustomer on the sale ; and ( d ) sales, value - added and other direct taxes ( including customs, duties and other similargovernmental charges ) incurred by the seller on the sale, other than franchise or income tax of any kind whatsoever . If a saleor other disposition with respect to Products or Service is not at arm ’s length, then the Net Sales from such sale or otherdisposition shall be the arm ’s length fair market value of the Product or Service, which will mean Covella ’s, its Affiliate ’s orits Sublicensee ’s, as applicable, average sales price in arm ’s length sales of such Product or Service for the calendar quarter inthe country in which the sale took place