definiens: means the gross amount invoiced by or on behalf of LICENSEE, its Affiliates and theirrespective sublicensees ( each a ) for sales of a Product, less the following deductionsactually paid, granted, or accrued and to the extent such deductions are included in the gross invoiced salesprice of such Product : ( a ) rebates, quantity and cash discounts, and other usual and customary discounts tocustomers ; ( b ) taxes and duties paid, absorbed or allowed which are directly related to the sale of suchProduct ; ( c ) credits, allowances, discounts and rebates to, and chargebacks for spoiled, damaged, out - dated, rejected or returned Product ; ( d ) actual freight and insurance costs incurred in transporting such Product tocustomers, provided that in no event shall deductions for freight and insurance exceed three percent ( 3 % ) ofthe gross amount invoiced ; ( e ) discounts or rebates or other payments required by Applicable Laws, including any governmental special medical assistance programs ; and ( f ) customs duties, surcharges andother governmental charges incurred in connection with the exportation or importation of such Product