definiens: means with respect to any Product, the gross amounts invoiced by [COMPANY] or its Affiliates orSublicensees to any Third Party for sales of Products in the Licensed Territory, less the following deductions, to theextent such deductions are actually paid, incurred, or otherwise taken, and are reasonable and customary:(a ) credits, refunds, or allowances to Third Party customers for spoiled, damaged, rejected, recalled, outdated, and reasonably returned Product;(b ) discounts, including cash, volume, quantity, and other trade discounts, charge - backpayments, and rebates and allowances actually granted, incurred, or allowed in the ordinary course of business, aswell as government - required discounts and allowances ( including government rebates and other price reductions ), andother reductions, concessions, and allowances that effectively reduce the selling price to [COMPANY] or its Affiliates orSublicensees;(c ) transportation charges, freight, postage, and insurance ( but only insurance related to protectingthe particular shipment against physical loss or damage ) if shown separately in the invoice ; and(d ) sales, use, or excise Taxes and import / export duties or tariffs and similar governmentalcharges due or incurred in connection with the sales of such Product, if shown separately in the invoice