definiens: shall mean, with respect to any Pr oduct, the gross amount invoiced for such Product b y SGI, its Affiliates, and sublicensees to Third Part ies, less deductions for : ( i ) trade, quantity and / o r cash discounts, allowances and rebates ( including, without limitati on, promotional or similar allowances ) actually all owed or given ; ( ii ) freight, postage, shipping, insurance a nd transportation expenses and similar charges ( in each instance, if separately identified in such invoice ) ; ( iii ) cr edits or refunds actually allowed for rejections, d efects or recalls of such Product, outdated or returned Product, or b ecause of rebates or retroactive price reductions ; and ( iv ) sales, value - added, excise taxes, tariffs and duties, and other taxes directly related to the sal e, to the extent that such items are included in the gross invoice p rice ( but not including taxes assessed against the income derived from such sale ) . Such amounts shall be dete rmined from the books and records of SGI, its Affil iates or its sublicensees, maintained in accordance with the reasonable accounting principles used by such enti ty, consistently applied