definiens: shall mean the gross sales price of the Standalone Product invoiced by [COMPANY] or its Affiliate to customers who are not Affiliates ( or are Affiliates but are the end users of the Standalone Product ) less, to the extent actually paid or accrued by [COMPANY] or its Affiliate ( as applicable ), ( a ) credit s, allowances, discounts and rebates to, and charg ebacks from the account of, such customers for spoiled, damaged, out - dated and returned CONFIDENTIAL TREATMENT REQUESTED 2 sd-336846 v17 GT\6520793 .I 353994 -900000 the Standalone Product ; ( b ) freight and insurance costs incurred by [COMPANY] or its Affiliate ( as applicable ) in transporting the Standalone Product in final fonn to such customers ; ( c ) cash, quantity and trade discountsrebates and other price reductions for the Standalone Product given to such customers under price reduction programs that are consistent with industry practices and price reductions given for similar products by [COMPANY] or its Affiliate ( as applicable ) ; ( d ) sales, use, value -added and other direct taxes incurred on the sale of the Standalone Product in final form to such customers ; and ( e ) customs duties, surcharges and other governmental charges incurred in exporting or importing the Standalone Product in final form to such customer s