definiens: shall mean the gross invoiced sales price charged for all Licensed Products sold or commercially disposed of for value by [COMPANY], in arm 's length sales to independent third parties after deduction of the following items, to the extent such items are incurred, provided that such items are included in the gross price charged and do not exceed reasonable and customary amounts for each such item in the market in which such sale occurred : ( a ) trade, cash and quantity discounts or rebates actually allowed and taken ; ( b ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, a previously sold Licensed Product or for retroactive price reductions ; ( c ) any tax or government charge ( including any tax such as a value added or similar tax or government charge other than an income tax ) levied on the sale, transportation or delivery · of a Licensed Product and borne by the seller thereof ; and ( d ) any charges allowed or prepaid for freight or insurance billed to the final customer