definiens: shall mean : ( a ) ( i ) for TRANSFERS by COMPANY, its AFFILIATES, and SUBLICENSEES, ( for the purposes of thisSection 1.13, each a ), GROSS SALES less ( to the extent appropriately documented ) the following amountsactually paid or otherwise incurred by a SELLER in effecting such TRANSFER : ( 1 ) credits and allowances by reason of rejection or return ; ( 2 ) reasonable and customary rebates, discounts and chargebacks ; ( 3 ) amounts for outbound transportation, insurance, handling and shipping, to the extentseparately invoiced ; and ( 4 ) taxes, customs duties and other governmental charges levied on or measured byCOMMERCIAL SALES, to the extent separately invoiced, whether paid by or on behalf ofCOMPANY so long as COMPANY ’s price is reduced thereby, but not franchise or incometaxes of any kind whatsoever ; and ( ii ) for TRANSFERS which occur in an arm ’s length, standalone transaction by a SELLER to aDISTRIBUTOR, GROSS SALES less the deductions permitted by clauses ( a)(i)(l ) through ( a)(i)(4 ) and any other income, including but not limited to payments for distribution rights, received bysaid SELLER from said DISTRIBUTOR based on sales of PRODUCTS and PROCESSES