definiens: means as to each calendar quarter during the Tenn, the gross invoiced sales prices charged by or on behalf of 454 or its Affiliates or sublicensees on all sales of Royalty - Bearing Services to a Third Party, less the following amounts : ( a ) trade, quantity and cash discounts actually allowed ; 3 Confidential Treatment ( b ) discounts, refunds, rebates, chargebacks, retroactive price adjustments, billing errors and any other allowances ( including, without limitation, government - mandated and managed health care - negotiated rebates ) actually granted which effectively reduce the net selling price ; ( c ) product returns, refunds, credits and allowances actually granted ; ( d ) any sales and other taxes or duties imposed on the sale or delivery of the Royalty - Bearing Service ( excluding any taxes based on income ) ; and ( e ) freight, postage, packing, shipping, customs duties, excises, tariffs, surcharges, other governmental charges ( excluding federal, state or local taxes based on income or franchise taxes ) and insurance charges actually allowed or paid for delivery of the Royalty­Bearing Service