definiens: shall mean : 1.11.1 with respect to any Pro duct sold by [COMPANY] or its Affiliates, the invoiced sales price of such Produc t billed to [COMPANY] 's customers ( other than Third Party Marketers ), less ( a ) credit s, allowances, discounts and rebates to, group buying fees and chargebacks from the account of, such independent customers for spoiled, damaged, out - dat ed, recalled and returned Product ; ( b ) actual freight and insurance costs inc urred in transporting such Product in final form to such customers ; ( c ) trade discounts, cash discounts, quantity discounts, rebates and other price reducti on programs directly attributable to the sale of such Product ; ( d ) sales, value - added and other direct taxes incurred ; and ( e ) customs duties, surc harges and other governmental charges incurred in connection with the exportation or importation of such Product in final form ; or 1.11.2 with respect to any Pro duct sold by any Third Party Marketer, ( a ) the of such Product sold by a Third Party Marketer to its customers, as determined in the agreement betwe en [COMPANY] and such Third Party Marketer, plus ( b ) any compensation of any kind, wh ether in cash or in other goods or services, as and when received from such T hird Party Marketer for the right to sell and market the Products ( including am ounts received prior to Product launch ), reduced by ( c ) any compensation as and when paid to such Third Party for the right to market and sell such Product on behalf of [COMPANY] ( including prior to Product launch ) ; provided, howe ver, that such compensation shall not exceed * * * of the of such P roduct ; and further reduced ( d ) in the event that any portion of the compensati on received from such Third Party Marketer pursuant to clause ( a ) is recouped o r recovered by, or repaid to, such Third Party, the amount of such recoupment, re covery or repayment . Any compensation received in any form other than cash s hall be valued in good faith by the parties