definiens: means the gross amount invoiced by, or on behalf of, Licensee, its Affiliates andtheir respective sublicensees for sales of a Licensee Product, less the following deductions if and to the extent theyare included in the gross invoiced sales price of the Licensee Product or otherwise directly incurred by Licensee, itsAffiliates and their respective sublicensees with respect to the sale of the Product : ( a ) rebates, quantity and cash discounts, and other usual and customary discounts tocustomers ; ( b ) taxes and duties paid, absorbed or allowed which are directly related to the sale of theLicensee Product ; 4 ( c ) credits, allowances, discounts and rebates to, and chargebacks for spoiled, damaged, out - dated, rejected or returned Licensee Product ; ( d ) actual freight and insurance costs incurred in transporting the Licensee Product tocustomers ; ( e ) discounts or rebates or other payments required by any Applicable Laws, including anygovernmental special medical assistance programs ; and ( f ) customs duties, surcharges and other governmental charges incurred in connection withthe exportation or importation of the Licensee Product ( subsections ( a ) through ( f ), collectively, the )