definiens: shall mean, with respect to any Pr oduct, the gross sales price of such Product invoiced by ProNAi or its Affiliate, or each of the ir sublicensees, to customers who are not Affiliate s ( or are Affiliates but are the end users of such Product ) l ess, to the extent actually paid or accrued by ProN Ai or its Affiliate ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out - date d and returned Product ; ( b ) freight and insurance c osts incurred by ProNAi or its Affiliate ( as applicable ) in transporting such Product to such customers ; ( c ) cash, quantity and trade discounts, rebates and other pri ce reductions for such Product given to such custom ers under price reduction programs ; ( d ) sales, use, value - add ed and other direct taxes incurred on the sale of s uch Product to such customers ; ( e ) customs duties, tariffs, sur charges and other governmental charges incurred in exporting or importing such Product to such customers ; ( f ) sa les commissions incurred on the sale of such Produc t to such customers ; and ( g ) an allowance for uncollectible o r bad debts determined in accordance with generally accepted accounting principles