definiens: shall mean, ( a ) with resp ect to any Product, the invoiced sales price of such Product billed by Lice nsee or its Affiliates to independent customers ( that are not Affiliates ), le ss to the extent included in the invoiced sales price ( i ) credits, allowances, d iscounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out - dated, rejected or returned Product ; ( ii ) actua l freight and insurance costs incurred in transporting such Product in fina l form to such customers ; ( iii ) cash, quantity and trade discounts and other price reductions ; ( iv ) sales, use, value - added and other direct taxes incu rred ; and ( v ) customs duties, surcharges and other governmental charges i ncurred in connection with the exportation or importation of such Product in f inal form ; and ( b ) with respect to any Service, the invoiced sales price of such -2- < PAGE > 3 Service billed by Licensee or its Affiliates to ind ependent customers ( that are not Affiliates ), less to the extent included in the invoiced sales price ( i ) cash, quantity and trade discounts and other price reductions ; and ( ii ) sales, use, value - added and other direct taxes incurred