definiens: means the gross amount invoiced by or on behalf of Licensee, itsAffiliates and their respective Sublicensees for sales of the Product in the Licensee Territory ( other thansales among Licensee, its Affiliates or Sublicensees for subsequent resale in which case the first sale toa Third Party that is not a Sublicensee shall be used for calculation of Net Sales ), less the followingdeductions if and to the extent they are ( i ) included in the gross invoiced sales price of the Product orotherwise directly incurred by Licensee, its Affiliates and their respective Sublicensees with respect to thesale of the Product, ( ii ) normal and customary for Licensee, its Affiliates or their respective Sublicenseesas applicable, and ( iii ) not otherwise deducted in computing other amounts hereunder:(a)rebates, quantity and cash discounts, and other discounts to customers,(b)taxes ( except income taxes ) and tariffs or duties paid, absorbed or allowedwhich are directly related to the sale or promotion of the Product,(c)credits, allowances, discounts and rebates to, and chargebacks for, spoiled, damaged, out - dated, rejected or returned Product ( including in connection with Product withdrawals, expired Product and Product recalls),7 ( d)actual freight and insurance costs, including without limitation the costs ofexport licenses, shipping, postage and handling charges, incurred in transporting the Product tocustomers,(e)discounts or rebates or other payments required by Law, including anygovernmental special medical assistance programs