definiens: shall mean ; with respect to any Product, the gross sales price of such Product invoiced byBaxter, its sublicensee or their respective Affiliates to customers who are not Affiliates ( or who are Affiliates but are the end users of such Product ) less, to the extent reasonable and customary in the pharmaceutical industry and actually paid or accrued by [COMPANY], its sublicensee or their respective Affiliates ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and charge backs from the account of, such customers for spoiled, damaged, out - dated and returned Product ; ( b ) freight and insurance costs incurred by [COMPANY], its sublicensee or their respective Affiliates ( as applicable ) in transporting such Product in final form to such customers ; ( c ) cash ; quantity and trade discounts, rebates and other price reductions for such Product given to such customers under price teduction programs that are consistent with price reductions given for similar products by [COMPANY], its sublicensee or their respective Affiliates ( as applicable ) ; ( d ) sales, use, value ... added and other direct taxes incurred on the sale of such Product in final form to such customers ; and ( e ) customs duties, surCharges and other governmental charges incurred in exporting or importing such Product in final form to such customers