definiens: means, with respect to any Product, the gross sales price of such Product invoiced bySyros and its Affiliates and sublicensees to Third Party customers ( who are not Affiliates ) less, to the extent actuallypaid or accrued by Syros or its Affiliates or sublicensees ( as applicable ), ( a ) credits, allowances, discounts andrebates to, and chargebacks from the account of, such customers for nonconforming, damaged, outdated or returnedProduct ; ( b ) freight and insurance costs incurred by Syros or its Affiliates or sublicensees ( as applicable ) intransporting such Product to such customers ; ( c ) cash, quantity and trade discounts, rebates and other pricereductions for such Product given to such customers under price reduction programs ; ( d ) sales, use, value - added andother direct taxes incurred on the sale of such Product to such customers ; ( e ) customs duties, tariffs, surcharges andother governmental charges incurred in exporting or importing such Product to such customers ; ( f ) sales commissionsincurred on the sale of such Product to such customers ; and ( g ) an allowance for uncollectible or bad debtsdetermined in accordance with generally accepted accounting principles