definiens: shall mean, with respect to a ny Product, the gross sales price of such Product i nvoiced by Innovive and its sublicensees or its Affiliate to c ustomers who are not Affiliates ( or are Affiliates but are the end users of such Product ) less, to the extent actually paid or accrued by Innovive and its sublicensees o r its Affiliate ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account o f, such customers for nonconforming, damaged, out - dated and returned Product ; ( b ) freight and insurance costs incurred by Innovive and its sublicensees or its Affiliate ( as applicable ) in transporting such Product to such customers ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for such Product given to s uch customers under price reduction programs ; ( d ) sales, use, value - added and other direct taxes incurred on the sale of such Product to such customers ; ( e ) customs duti es, tariffs, surcharges and other governmental char ges incurred in exporting or importing such Product to such customers ; ( f ) sales commissions incurred on t he sale of such Product to such customers ; and ( g ) an allowanc e for uncollectible or bad debts determined in acco rdance with generally accepted accounting principles