definiens: means the gross invoice price by a Party or an Affiliate or a sublicensee of a Party, asthe case may be, for Products sold by such Party, Affiliate or sublicensee ( ), under this Agreement inarm ’s length sales to non - sublicensee Third Parties less deductions allowed to the Third Party customer by theSelling Party, to the extent actually taken by the Third Party customer, on such sales for : ( a ) trade, quantity, and cash discounts ; ( b ) credits, rebates and chargebacks ( including those to managed - care entities andgovernment agencies ), and allowances or credits to customers on account of rejection or returns ( including, but notlimited to, wholesaler and retailer returns ) or on account of retroactive price reductions affecting such Product ; ( c ) freight, postage and duties, and transportation charges specifically relating toProduct, including handling and insurance thereto ; and ( d ) sales ( such as VAT or its equivalent ) and excise taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposedupon the sale of the Product to Third Parties