definiens: means the gross amount invoiced by or on behalf of LICENSEE, its Affiliates andtheir respective sublicensees ( each a ) for sales of the Product, less the followingdeductions if and to the extent they are included in the gross invoiced sales price of the Productor otherwise directly incurred by LICENSEE, its Affiliates and their respective sublicensees withrespect to the sale of the Product : ( a ) rebates, quantity and cash discounts, and other usual andcustomary discounts to customers, ( b ) taxes and duties paid, absorbed or allowed which aredirectly related to the sale of the Product, ( c ) credits, allowances, discounts and rebates to, andchargebacks for spoiled, damaged, out - dated, rejected or returned Product, ( d ) actual freight andinsurance costs incurred in transporting the Product to customers, provided that in no event shalldeductions for freight and insurance exceed three percent ( 3 % ) of the gross amount invoiced,(e ) discounts or rebates or other payments required by Applicable Law, including anygovernmental special medical assistance programs, and ( f ) customs duties, surcharges and othergovernmental charges incurred in connection with the exportation or importation of the Product