definiens: means the gross amount billed or invoiced by MERCK or any of its Affiliates or Sublicensees to ThirdParties throughout the Territory for sales or other dispositions or transfers for value of Products less ( a ) allowances for normaland customary trade, quantity and cash discounts actually allowed and taken, ( b ) transportation, insurance and postagecharges, if prepaid by MERCK or any Affiliate or Sublicensee of MERCK and included on any such party ’s bill or invoice asa separate item, ( c ) credits, rebates, returns pursuant to agreements ( including, without limitation, managed care agreements ) orgovernment regulations, to the extent actually allowed, and ( d ) sales, use and other consumption taxes similarly incurred tothe extent included on the bill or invoice as a separate item . In addition, Net Sales are subject to the following : If MERCK or any of its Affiliates or Sublicensees effects a sale, disposition or transfer of a Product to a customer in aparticular country other than on customary commercial terms or as part of a package of products and services, the Net Sales ofsuch Product to such customer shall be deemed to be of such Product . For purposes of this subsection, shall mean the value that would have been derived had such Product been sold as a separate product toanother customer in the country concerned on customary commercial terms