definiens: shall mean the gross sales price o f the Product invoiced by [COMPANY], its sublicensee or their respective Affiliates to customers who are not Affiliates ( or who are Affiliates but are the end users of the Product ) less, to the extent actually paid or a ccrued by [COMPANY], its sublicensee or their respec tive Affiliates ( as applicable ): ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account o f, such customers for Product ; ( b ) packaging, freight and i nsurance costs incurred by [COMPANY], its sublicense e or their respective Affiliates ( as applicable ) in transporti ng Product to such customers ; ( c ) cash, quantity an d trade discounts, rebates, assessments and other price red uctions for Product given to such customers under p rice reduction programs that are consistent with price r eductions given for similar products by [COMPANY], i ts sublicensee or their respective Affiliates ( as appl icable ) ; ( d ) sales, use, value - added and other dire ct taxes incurred on the sale of Product to such customers ; ( e ) customs duties, surcharges and other government al charges incurred in exporting or importing Product to such customers ; ( f ) the amount of any [ * * * * * ] up to a ma ximum of [ * * * * * ] as calculated under clauses ( a ) – ( e ) above on a quarterly basis ; and ( g ) any adjustments subs tantially similar to any of the foregoing