definiens: shall mean, with respect to any Product, the invoiced --------- sales price of such Product billed by Nexell or its Affiliates or sublicensees to Third -Party customers, less to the extent included in the invoiced sales price, ( a ) credits, allowances, discounts and rebates to, and chargeba cks from the account of, such Third -Party customers for spoiled, damaged, out -dated, rejected or returned Product ; ( b ) actual shipping and handling, freight and insurance costs incurred in transporting such Product in final form to such Third - Party custome rs ; ( c ) cash, 2 < PAGE > quantity and trade discounts ; ( d ) charges for cell processing and related services in an amount not to exceed the fair market value of such services ; and ( e ) sales, use, value -added and other taxes or governmental charges incurred in connection with the exportation or importation of such Product in final form