definiens: shall mean, \vith respect to any product, the gross sales price of such product invoiced by a Party or its Affiliate to customers who are not Affiliates ( or are Affiliates but are the end users of such product ) less, to the extent actually paid or accrued by such Party or its Affiliate ( as applicable ), ( a ) credits, allowances, discounts and rebates to . and chargebacks from the account of, such customers for spoiled, damaged, out - dated and returned product ; ( b ) freight and insurance costs incurred by such Party or its Affiliate ( as applicable ) in transporting such product in final form to such customers ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for such product given to such customers under price reduction programs that are consistent with industry practices and price reductions given for similar products by sllch Party or its Affiliate ( as applicable ) ; ( d ) sales, use, value - added and other direct taxes incurred on the sale of such product in final form to such customers ; and ( e ) customs duties, surcharges and other governmental charges incurred in exporting or importing such product in final form to such customers . Notwithstanding anything to the contrary in this Agreement, if any reusable instrument ( that is itself a Product ) is used in combination with a separate diagnostic reagent - containing device ( that is itself a Product ) to detect or measure one or more analytes from a patient sample on or in such device, then for purposes of calculating Net Sales, such device shall constitute a Product, but such instrument shall not constitute a Product