definiens: means the gross invoice price of a ( a ) Licensed Product and ( b ) a Product that combines aLicensed Product in any manner with any other Product ( but subject to the adjustments for Net Sales of Combination Productsset forth below ), charged by the Licensee, any Affiliate of the Licensee or any Sublicensee, to a Third Party, including todistributors and end - users, less the following items, but only to the extent that they actually pertain to the disposition of suchLicensed Product, are actually incurred, and are identified separately on a bill, invoice or other appropriate documentation : 1.11.1 Credits or allowances actually granted to customers for rejections, returns, prompt payment, volume and other trade discounts, retroactive price reductions or billing corrections ; 1.11.2 Freight, transport, packing and insurance charges associated with transportation ; 1.11.3 Taxes ( including without limitation sales, value - added or excise taxes, but excluding incometaxes ), surcharges, tariffs, import / export duties and other governmental charges based onSales, transportation, delivery, use, production, exportation or importation of LicensedProducts when included in the gross invoice price ; 1.11.4 Normal and customary discounts ( including wholesaler ’s discounts ), rebates and charge backsthat are paid, allowed or credited to customers, third - party payers, managed careorganizations, healthcare systems, or administrators, as permitted by applicable law ; and 1.11.5 Rebates and discounts paid, credited or allowed pursuant to applicable law, includingGovernment mandated rebates and discounts