definiens: with respect to any Product s hall mean the invoiced sales --------- price of such Product billed to independent custome rs ( who are not Affiliates ), less, to the extent such amounts are included in th e invoiced sales price, actual credited allowances to such independent cust omers for such Product which was -2- spoiled, damaged, out - dated or returned, and less a ctual ( a ) freight and insurance costs incurred in transporting such Produ ct to such customers ; ( b ) quantity and other trade discounts ( including prime vendor rebates ) actually allowed and taken ; ( c ) customs duties and surcharge s and other governmental charges incurred in connection with the exportation or importation of such Product in final form ; and ( d ) liabilities incurred resulting from any government ( or agency thereof ) mandated rebate prog ram, whether Federal, State, Municipal or Local ; provided, however, that, with r espect to any Product in any -------- ------- country, the sum of the amounts in clauses ( a ), ( b ), ( c ) and ( d ) with respect to such Product in such country, when expressed as a p ercentage of the invoiced sales price of such Product in such country, shall not exceed the average of the sum of the amounts in clauses ( a ), ( b ), ( c ) and ( d ) with respect to all other comparable [COMPANY] product sold in such country, whe n expressed as a percentage of the invoiced sales price of such other products in such country