definiens: means with respect to an Antibaccerial Product, the gross amount invoiced by WYETH - AYERST, its Affiliates and / orits licensees and sublicensees, on sales or other disposicions ofthe Antibacterial Product to unrelated third parties, less thefollowing items, provided that such items are actually includedin the price charged and do not exceed reasonable and customaryamounts in the country in which such sale occurred : [ ( a ) Trade, cash and quantity discounts actually allowed andtaken directly with respect to such sales;Jb)Excises, sales taxes or other taxes imposed upon andpaid directly with respect to such sales ( excluding national, state or local taxes based on income);(c)Amounts repaid or credited by reason of rejections, defects, recalls or returns or because of rebates or retroactiveprice reduction ; and(d ) One Percent ( 1 % ) of Net Sales as an allowance to coverall other items such as frei ht, transportation and insurance