definiens: shall mean, with respect to any Product, the gross sales price of such Product invoiced byInstitution ’s Licensees or their respective Affiliates to customers who are not Affiliates ( or are Affiliates but are theend users of such Product ) less, to the extent actually paid or accrued by the selling party, ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, ou - tdatedand returned Product ; ( b ) freight and insurance costs incurred by the selling party in transporting such Product infinal form to such customers ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for suchProduct given to such customers under price reduction programs that are consistent with industry practices andprice reductions given for similar products by such selling party ; ( d ) sales taxes incurred on the sale of such sellingparty in final form to such customers ; and ( e ) customs duties, surcharges and other governmental charges incurredin exporting or importing such Product in final form to such customers