definiens: shall mean, with respect to any Product, the invoiced sales price of such Product billed to independentcustomers who are not Affiliates, less ( a ) credits, allowances, discounts and rebates to, and chargebacks from theaccount of, such independent customers for spoiled, damaged, out - dated, rejected or returned Product or bad debts;(b ) actual freight and insurance costs incurred in transporting such Product to such customers ; ( c ) cash, quantity andtrade discounts and other price reductions ; ( d ) sales, use, value - added and other direct taxes incurred ; ( e ) customsduties, surcharges and other governmental charges incurred in connection with the exportation or importation ofsuch Product ; and ( f ) the cost to [COMPANY] of the devices for dispensing or administering such Product as well asdiluents or similar materials which accompany such Product as it is sold