definiens: means the gross amount invoiced for sal es of Earnout Products ( but for clarity, not other Products ) by MSB and sublicensees, less the followi ng items to the extent such items are actually take n or incurred and customary under industry practices : ( a ) credits or allowances granted upon returns, rej ections or recalls ( due to spoilage, damage, expiration of useful life or otherwise ), retroactiv e price reductions, or billing corrections ; ( b ) invoiced freight, postage, shipping and insuran ce, handling and other transportation costs actually incurred ; -9- ( c ) Taxes ( including without limitation sales, valu e - added or excise taxes, but excluding Incomes Taxes and withholding taxes ), tariffs, customs duti es, surcharges and other governmental charges incur red in connection with the production, sale, transportatio n, delivery, use, exportation or importation of Pro duct that are incurred at time of commercial sale or are directly related to the commercial sale ; ( d ) allowances for bad debt ; or ( e ) quantity discounts, standard and customary cash discounts in the ordinary course of business, or other trade discounts, refunds, rebates, charge bac ks, fees, credits or allowances, including without limitation amounts incurred in connection with government mand ated rebate and discount programs, and distribution fees to third parties, invoiced or incurred and which ef fectively reduce the selling price