definiens: means the gross amount invoiced by, or on behalf of, LICENSEE, its Affiliatesand their respective sublicensees for sales of the Product, less the following deductions if and to theextent they are included in the gross invoiced sales price of the Product or otherwise directly incurredby LICENSEE, its Affiliates and their respective sublicensees with respect to the sale of the Product : ( a)rebates, quantity and cash discounts, and other usual and customary discounts tocustomers ; ( b)taxes and duties paid, absorbed or allowed which are directly related to the sale of theProduct ; ( c)credits, allowances, discounts and rebates to, and chargebacks for spoiled, damaged, out - dated, rejected or returned Product ; ( d)actual freight and insurance costs incurred in transporting the Product to customers ; ( e)discounts or rebates or other payments required by any Applicable Laws, including anygovernmental special medical assistance programs ; and ( f)customs duties, surcharges and other governmental charges incurred in connection with theexportation or importation of the Product ( subsections ( a ) through ( f ), collectively, the )