definiens: shall mean with respect to a Product, the gross invoice price on sales by a party or its Affiliate or Sublicensee to an independent Third Party end user of such product that is not a Sublicensee of the selling party ( unless such S ublicensee is the end user of the product, in which case the amount invoiced therefor shall be deemed to be the amount that would be invoiced to a Third Party in an arm 's length transaction ) for sales of such Product, less the following items, as allocable to such Product : ( i ) trade discounts, credits or allowances, ( ii ) credits or allowances additionally granted upon returns, rejections or recalls ( except where any such recall arises out of a party 's or its Affiliate 's or Sublicensee 's gross negligence, wi llful misconduct or fraud ), ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties or other governmental tariffs ( other than income taxes ) levied on the invoiced amount and ( v ) government mandated rebates