definiens: with respect to any Product shall mean the invoiced sales of all such Product to Third Parties by the Seller, its Affiliates or its licensees or sublicensees, less the following items as applicable to such Product : ( a ) credits or allowances granted upon returns, rejections or recalls ; ( b ) freight, shipping and insurance costs ; ( c ) quantity and other trade discounts, credits or allowances actually allowed and taken ; ( d ) customs duties, taxes and surcharges and other governmental charges incurred in connection with exportation or importation ; and ( e ) government mandated rebates ; all in accordance with standard allocation -4- < PAGE > CONFIDENTIAL TREATMENT procedures and accounting methods consistently applied, which methods are in accordance with generally accepted accounting principles . The transfer of any Product by Seller or one of its Affiliates to another Affiliate of Seller shall not be considered a sale ; in such cases, Net Sales shal l be determined based on the invoiced sales price by the Affiliate to its customer, less the deductions allowed under this Section