definiens: shall mean, with respect to any [COMPANY] Product, ACADIA Product or Independent Product that hasreceived Regulatory Approval, the amount billed by a party or its Affiliate or sublicensee to a Third Party which is notan Affiliate or sublicensee of the selling party ( unless such Affiliate or sublicensee is the end user of such product, inwhich case the amount billed therefor shall be deemed to be the amount that would be billed to a Third Party in anarm ’s length transaction ) for sales of such [COMPANY] Product, ACADIA Product or Independent Product to Third Partiesless the following items, as allocable to such [COMPANY] Product, ACADIA Product or Independent Product : ( i ) tradediscounts, credits or allowances, ( ii ) credits or allowances additionally granted upon returns, rejections or recalls(except where any such recall arises out of a party ’s or its Affiliate ’s or sublicensee ’s gross negligence, willfulmisconduct or fraud ), ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties or other governmental tariffs ( otherthan income taxes ) and ( v ) government mandated rebates