definiens: mean the gross amount invoiced by a Selling Party on all sales of Licensed Product, less to the extent actually pa i d or accrued by a Selling Party ( a ) credits, allowances, discounts and rebates to, and chargebacks from, the account of such customers for spoiled, damaged, out -dated and returned Licensed Product ; provided that during the KTB Royalty Term [COMPANY] 's consen t shall be required for any discount above twenty five percent ( 25 % ) or any transfer on a non -cash - basis ( except transfers for research or development purposes, clinical trials, compassionate use purposes or as samples or promotions ) in order for such dis count or transfer to be excluded from the calculation of Net Sales ; ( b ) freight and insurance costs incurred by a Selling Party in transporting such Licensed Product to such customers ; ( c ) cash, quantity and trade discounts, rebates and other price reduct ions for such Licensed 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 ) incurred on the sale of such Licensed Product to such custome rs ; and ( e ) customs duties, surcharges and other governmental charges incurred in exporting or importing such Licensed Product to such customers