definiens: shall mean the sum of all amounts recei ved and all other consideration received ( or, when in a form other than dash or its equivalent, the fair ma rket value thereof when received ) by MATRIGEN and i ts Sublicensees due to or by reason of the sale, distr ibution or use of Products, less the following dedu ctions and offsets, but only to the extent such sums are o therwise included in the computation of Net Sales, or are paid by MATRIGEN or Sublicensees and not otherwise reimbursed : ( a ) refunds, rebates, replacements or credits actually allowed and taken by purchasers fo r return of Products ; ( b ) customary trade, quantity and cash discounts actually allowed and taken ; ( c ) exci se, value - added, and sales taxes actually paid by MATRIGEN or Sublicensees for Products ; and ( d ) ship ping and handling charges actually paid by MATRIGEN or Sublicensees for Products