definiens: shall mean the invoiced sales price per unit for each of the Licensed Products billed by a Party or its Affiliates or any distributor of either who is not an Affiliate, or, to the extent permitted inSection 3.1.2 hereof, by permitted sublicensees of MKG to independent customers, less, to the extent such amounts are included in the invoiced .sales price, actual ( a ) credited allowances to such independellt customers for such Licensed Products which were spoiled, damaged, out - dated or returned ; ( b ) freight and insurance costs charged to such customers ; ( c ) quantity and promotional discounts actually allowed and taken ; ( d ) sales, use, value added and other taxes or governmental charges incurred in connection with the sale, exportation or importation of the Licensed Products in finished packaged fonn ; ( e ) charge back payments and/or rebates provided to distributors, wholesalers, or other purchasers and managed health care organizations or federal, state and local governments, their agencies, purchasers and reimbursers, including reimbursements to social ~curht~ = r0\~~~.aJ!!0\1nt 9 ( tl}e ~nvoiced sales price per unit ' It ~ .~, . I.'~ attributable to the syringe or other delivery system utilized with respect to and invoiced as part of the price for any Licensed Product . The transfer of any Licensed Product by a Party or one of its Affiliates to another Affiliate of such Party shall not be considered a sale ; in such cases, Net Sales shall be determined based on the invoiced sales price by the Affiliate to its customer, less the deductions allowed under this Section . Every other commercial use or disposition of a Licensed Product by a Party or its Affiliates or any distributor of such Party who are not Affiliates, or, to the extent permitted in Section 3.1.2 hereof, by pennitted sublicensees of MKG, other than a bona fide sale to a bona fide customer, shall be considered a sale of such Product at the weighted average Net Sales price then being invoiced by the seller in arm 's length transactions .