definiens: means the gross amount actually invoiced to Third Parties by [COMPANY] and/or its Affiliates, on sale for value to unaffiliated Third Parties of Assays less the following deductions to the extent actually allowed or incurred with respect to such sales : ( i ) value added taxes, if any ; ( ii ) a flat deduction of [ * * * ] of the invoiced amount(s ) ( exclu ding, for the avoidance of doubt, value - added tax, if any ) which shall be deemed to cover for all of t he following : reasonable discounts, including, trad e, quantity and cash discounts, charge - back payments, and rebates actually granted to trade customers and distributors ; ( iii ) insurance, packaging and tr ansport costs ; ( iv ) sales and excise tax, custom du ties and similar taxes ( other than income taxes ) ; and ( v ) a lump sum deduction of flat [ * * * ] of the invoice d amount(s ) ( excluding, for the avoidance of doubt, v alue - added tax, if any ) in recognition of Assays sold under such Reagent Rental Agreements . For clar ity, [COMPANY] shall be under no obligation to demonstrate that a particular Assay was sold under a Reagent Rental Agreement, provided that, no more than once every three ( 3 ) calendar years, Quan terix and [COMPANY] shall each have the right to request that the accuracy of the [ * * * ] lump sum ded uction under ( v ) for Reagent Rental Agreements be verified based on actual depreciation of the Ins truments installed base, and such lump sum deduction shall be adjusted going forward as a resu lt of such verification . For further clarity, trans fers of Assays to Affiliates or between Affiliates for r esale shall not constitute Net Sales of Assays unti l the Assays are sold to Third Parties