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 amoWlt billed therefore shall be deemed to be the amount that would be billed to a third party in an ann 's length tl'ansaction ) for sales of Products to third parties, less the following items, as allocable to such Product ( if not previously deducted from the amount invoiced ): ( i ) trade discounts . credits or allowances ; ( ii ) credits or al10wances additionally granted upon returns, rejections or recalls ( except where any such recaU arises out of a Party 's, its Affiliate 's or Licensee 's gross negligence, willful misconduct or fraud ) ; ( iii ) freight, shipping and insurance charges ; ( iv ) taxes, duties or other govenunental tariffs ( other than income taxes ) ; and ( v ) government mandated rebates