definiens: with respect to any Product shall mean the invoice d sales price of such Product billed to independent customers ( who are not Affiliates ), les s, to the extent such amounts are included in the i nvoiced sales price, actual credited allowances to such ind ependent customers for such Product which was spoil ed, damaged, out - dated or returned, and less actual ( a ) freight and insurance costs incurred in transporti ng such Product to such customers ; ( b ) quantity and other t rade discounts ( including prime vendor rebates ) act ually allowed and taken ; ( c ) customs duties and surcharge s and other governmental charges incurred in connec tion with the exportation or importation of such Product in final form ; and ( d ) liabilities incurred result ing from any government ( or agency thereof ) mandated rebate prog ram, whether Federal, State, Municipal or Local ; provided, however, that, with respect to any Product in any country, t he sum of the amounts in clauses ( a ), ( b ), ( c ) and ( d ) with respect to such Product in such country, when expressed as a percentage of the invoiced sales pri ce of such Product in such country, shall not exceed [ * * * ]