definiens: shall mean on a country by country basis the price invoiced by Pierre Fabre or Cypress, as applicable, or their respective Affiliates or sublicensees from a Third Party which is not an Affiliate or sublicensee of the selling party ( unless such Affiliate or sublicensee is the final user of and does not further sell 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 any Licensed Product to such Third Parties less the following items, as allocable to such Licensed Product : ( i ) trade discounts, credits or allowances, ( ii ) credits or allowances additionally granted upon retunts, rejections or recalls ( except where any such recall arises out of Pierre Fabre 's or Cypress ' or its Affiliate 's or sublicensee 's gross . negligence, willful misconduct or fraud ), ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties or other governmental tariffs ( other than income taxes ) and ( v ) govemment mandated rebates . shall mean the weighted average Net Selling Price of the Licensed Product in the Licensed Territory or in the Rest of the World as applicable . shall mean the amount equal to the total units invoiced by Pierre Fabre or Cypress, as applicable or their respective Affiliates or sublicensees from a Third Party which is not an Affiliate or sublicensee of the selling party at the actual Net Selling Price