definiens: shall mean the invoiced sales price for anyMRI Product billed to independent customers by EPIX or any of its Affiliates, sublicensees, partners or distributors, less ( a ) actual credited allowancesto such independent customers for such MRI Product which was spoiled, damaged, out - dated or returned ; ( b ) freight and insurance costs < PAGE>2incurred in transporting such MRI Product to such customers ; ( c ) quantity andother trade discounts actually allowed and taken ; and ( d ) customs duties andsurcharges and other governmental charges incurred in connection with theexportation or importation of such MRI Product . The transfer of any Productby EPIX or one of its Affiliates to another Affiliate of EPIX shall not beconsidered a sale ; in such cases, EPIX Net Sales shall be determined based onthe invoiced sales price by the Affiliate to its customer, less thedeductions allowed under this Section