definiens: shall mean the cumulative gross amount billed or invoiced by Licensee, its Aﬃliates and/or Sublicensees for all sales ofProducts to Third Party customers in bona ﬁde arm ’s length transactions, less reasonable and customary deductions allowed to the Third Party customerby the selling party, to the extent actually taken by such Third Party, on such sales for : ( a ) quantity, trade, cash or other discounts, allowances, credits or rebates ( including customer rebates ) ; ( b ) amounts deducted, repaid or credited by reason of rejections or returns of goods and government mandated rebates, or because ofchargebacks or retroactive price reductions ; ( c ) charges for freight, handling, postage, transportation, insurance and other shipping charges to the extent related to the transfer ofProducts and separately identified on the invoice or other documentation maintained in the ordinary course of business ; and ( d ) taxes, tariﬀs, duties or other governmental charges or assessments ( including any sales, value added or similar taxes other than anincome tax ) imposed on the importation or sale of Products to Third Parties and separately identiﬁed on the invoice or other documentation maintained inthe ordinary course of business