definiens: shall mean, with respect to any Product, the gross sales price of such Product invoiced by Tracon, or any of its Affiliates or sublicensees to customers who are not a sublicensee ( or are a sublicensee but are the end users of such Product ) less, to the extent actually paid or accrued by Tracon, or any of its Affiliates or sublicensees ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out - dated and returned Product ; ( b ) freight and insurance costs incurred by Tracon, or any of its Affiliates or sublicensees ( as applicable ) in transporting such Product to such customers to the extent separately invoiced ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for such Product given to such customers under price reduction programs ; ( d ) sales, use, value - added and other direct taxes incuned on the sale of such Product to such customers ; ( e ) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product to such customers ; and ( g ) an allowance for uncollectible or bad debts taken with respect to such Product, in each case as deternlined in accordance with generally accepted accounting principles