definiens: means : ( a ) with respect to a PRODUCT, the am ount invoiced by [COMPANY], its AFFILIATES and their SUBLICENSEES for sales of a PRODUCT to a THIRD PARTY in the TERRITORY in a commercial arms length -4- 5 transaction, less estimates which will be adjusted to actual on a periodic basis of : ( i ) disco unts, including cash discounts, rebates paid, credit a ccrued or actually taken, and retroactive price reductions or a llowances actually allowed or granted from the billed amount, a nd commercially reasonable and customary fees paid to distri butors ( other than to a distributor that is an AFFILIATE of [COMPANY] ), ( ii ) credits or allowances actually granted upon claims, rejections or returns of such sales of PRODUCT, includi ng recalls, regardless of [COMPANY] requesting such recalls, an d ( iii ) taxes, duties or other governmental charges levied on or measured by the billing amount when included in b illing, as adjusted for the items of ( i ) and ( ii ) above