definiens: means the gross invoice price of the Product sold by either Party and sublicensees to a Third Party which is not a sublicensee of the selling par ty ( unless such sublicensee is the end user of the Product, in which case the amount billed therefor shall be deem ed to be the amount that would be billed to a Third Party in an arm's - length transaction ) for sales of such Prod uct to such end users less the following items, as allocable to such Product ( if not previously deducted from the a mount invoiced ): ( i ) trade discounts, credits or al lowances, ( ii ) credits or allowances additionally granted upo n returns, rejections or recalls ( except where any such recall arises out of the Party or its sublicensee 's gross negligence, willful misconduct or fraud ), ( iii ) fre ight, shipping and insurance charges, ( iv ) taxes, duties or other governmental tariffs ( other than income taxes ) and ( v ) government mandated rebates