definiens: shall mean, with respect to any Pro duct, the gross sales price of such Product invoiced by Company or its Affiliate or sublicensee s to customers who are not Affiliates ( or are Affil iates but are the end users of such Product ) less, to the extent actually paid or accrued by Company or its Affiliat e or sublicensees ( as applicable ), ( a ) credits, allowanc es, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out - dated and returned Product, provided however, Licensor ’s consent shall be required for any discount above [ * ] ( [ * ] % ) or any transfer on a non - cash - basis ( except transf ers for research or development purposes, clinical trials, compassionate use purposes or as samples or promoti ons ) in order for such discount or transfer to be excluded from the calculation of Net Sales ; ( b ) freight and insurance costs incurred by Company or its Affiliate or subli censees ( as applicable ) in transporting such Produc t to such customers ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for such Product given to such customers under price reduction programs ; ( d ) sales, use, value - added and other taxes ( excluding income taxes and other taxes on profit and property ) incur red on the sale of such Product to such customers ; and ( e ) customs duties, surcharges and other government al charges incurred in exporting or importing such Product to such customers