definiens: shall mean [COMPANY] 's and its Affiliates invoiced sales price of Products billed to unaffili ated customers, less : ( i ) to the extent such amounts are included in th e invoiced sales price, actual credited allowances and/or charge - b acks for spoiled, damaged, out - dated and returned product, ( ii ) quant ity and other trade discounts and early settlement discounts ( where such discounts are effectively non - discretionary and are given as a matte r of course ) actually allowed and taken, ( iii ) transportation, insurance and handling expenses to the extent chargeable to such sales, ( iv ) sale s, value - added and other direct taxes incurred, ( v ) customs duties and surcharges and other governmental charges incurred in connectio n with the exportation or importation of any Products, and ( vi ) lega lly mandated rebates, if any