definiens: means with respect to a Licensed P roduct, the gross amount invoiced by WYETH - AYERST, its Affiliates and/or its licensees and sublicensees, on sales or other dispositions of the Licensed Prod uct to unrelated third parties, less the following items, provided that su ch items are actually included in the price charged and do not exceed rea sonable and customary amounts in the country in which such sale occurred : ( a ) Trade, cash and quantity discounts actuall y allowed and taken directly with respect to such sales ; 2 ( b ) Excise, sales taxes or other taxes imposed upon and paid directly with respect to such sales ( excluding national, state or local taxes based on income ) ; ( c ) Amounts repaid or credited by reason of re jections, defects, recalls or returns or because of rebates or retroactive price reduction ; and ( d ) One Percent ( 1 % ) of gross sales invoiced l ess ( a ), ( b ) and ( c ) above as an allowance to cover all other items, such as frei ght, transportation and insurance