definiens: means, with respect to any Licensed Product, the invoice d sales price of such Licensed Product billed to inde pendent customers, less ( a ) credits, allowances, discounts, returns, and rebates to, and chargebacks ( but not offsets ) from the account of, such independent customers for spoi led, damaged, out - dated, rejected or returned Licensed Product ; ( b ) actual freight an d insurance costs incurred in transporting such Licensed Product to such customer s if not otherwise paid or reimbursed by the customer ; ( c ) cash, quantity and trade discounts and other price reductions ; ( d ) sales, use, value - added and other d irect taxes incurred if not otherwise paid or reimbursed by the customer ; and, ( e ) custom s duties, surcharges and other governmental charges incurred in connection with 1 the exportation or importation of such Licensed Pro duct if not otherwise paid or reimbursed by the customer