definiens: shall mean, with respect to any P2Y12 R eceptor Antagonist Product, the invoiced sales price of such P2Y12 Receptor Antagonist Produ ct billed by Purchaser, its Affiliates or sublicens ees to independent customers who are not Affiliates, less ( to the extent included in the invoiced sales price ): ( a ) credits, allowances, discounts and rebates to, and chargebac ks from the account of, such independent customers for spoiled, damaged, out - dated, rejected or returned P 2Y12 Receptor Antagonist Product ; ( b ) actual freigh t and insurance costs incurred in transporting such P2Y12 Receptor Antagonist Product in final form to such customers ; ( c ) cash, quantity and trade discounts ; and ( d ) sales, use, value - added and other taxes or governmental charges incurred in connection with th e exportation or importation of such P2Y12 Receptor Antagonist Product in final form . If the Purchaser or any of its Affiliates or sublicensees sells an P 2Y12 Receptor Antagonist Product to a Third Party distri butor, Net Sales shall be deemed to be the gross re venues that such distributor pays to the Purchaser or its Affil iates or sublicensees from the sale of P2Y12 Recept or Antagonist Product to the distributor