definiens: means the gross amount invoiced by Werewolf and i ts Affiliates and licensees ( each, a ) for the sale, transfer or other disposition of a pplicable Covered Products less the following deductions ( in each case, to the extent actually in curred, allowed, paid, accrued or allocated with re spect to such sale, transfer or disposition ): ( a ) normal and cust omary trade, quantity and cash discounts ; ( b ) rebat es and chargebacks ; ( c ) credits or allowances for returns, rejections and billing errors ; ( d ) sales taxes, va lue added taxes or similar taxes, including duties or other governm ental charges, imposed on the sale of applicable Co vered Products to third parties, to the extent included i n the invoice price and not reimbursable, refundabl e or creditable to the Selling Party ; and ( e ) prepaid fr eight, insurance and handling fees to the extent in cluded in the invoice price, in each case ( clauses ( a ) through ( e ) ) as determined from books and records of the Sell ing Party maintained in accordance with GAAP . Sales of applic able Covered Products between or among Werewolf and its Affiliates and licensees shall be excluded from the computation of Net Sales if such sales are not intended for end use, but Net Sales shall include the subsequent final sales to third parties by such Affiliates an d licensees . If a sale, transfer or other disposition with respect to applicable Covered Products involves considerati on other than cash or is not at arm ’s length, then the Net Sales from such sale, transfer or other disposition shall be calculated based upon the arm ’s length fair market value of th e applicable Covered Product, which generally shall mean the Selling Party ’s average sales price for the quarter in the country where such sale took place