definiens: shall mean with respect to any Target Product, the gross sales price of such Target Product invoiced by Acquiror, itsAffiliates or sublicensees to customers who are not Affiliates ( or are Affiliates but are end users of such Target Product ) less, to theextent actually paid or accrued by Acquiror, its Affiliates or sublicensees ( as applicable ), ( a ) normal and customary credits, allowances, discounts and rebates to and chargebacks from the account of such customers for spoiled, damaged, out - dated orreturned Target Product ; ( b ) normal and customary outer packaging for shipping, freight and insurance costs incurred in transportingsuch Target Product to such customers ; ( c ) normal and customary cash, quantity and trade discounts, rebates and other pricereductions for such Target Product given to such customers ; ( d ) sales, use, excise, value - added and other taxes ( but not income taxesof any kind ) imposed upon the sale of such Target Product in final form to such customers ; and ( e ) customs duties, surcharges andother governmental charges incurred in exporting or importing such Target Product to such customers