definiens: means the aggregate gross invoiced sales priee of Licensed Product sold in the Tenitory by [COMPANY], its Affiliates and any licensees or sublicensees, to an independent Third Party . including but nol limited to distributors, in bona fide, arms - length transactions, after deduction of the following items ( to the extent actually incurred or reasonably estimated and accrued and to the extent not already deducted in the amount invoiced ): ( i ) customary trade, quantity and cash discounts, wholesaler - charge backs . or rebates ( including without limitation rebates to govemmental : : : lgellcies ) ; ( ii ) customary credits or allowances for rejection or return ot previously sold Liccnsed Products ; ( iii ) any direct tax, duties, surcharges or government charge ( other than an income tax ) levied on the sale, transportation or delivery ofa Licensed Product and bome by the seller thereof ; ( iv ) retroaclive price reducti.ons ; and ( iv ) any charge for freight or insurance ifseparatcly staled