definiens: shall mean the sum, over the term o f this Agreement, of all amounts received and all o ther consideration received ( or, when in a form other th an cash or its equivalent, the fair market value th ereof when received ) by LICENSEE and all Sublicensees from per sons or entities due to or by reason of the sale, distribution or use of Products, less the following deductions and 1 offsets, but only to the extent such sums are other wise included in the computation of Net Sales, or a re paid by LICENSEE and not otherwise reimbursed : ( a ) refunds, rebates, replacements or credits actually allowed and taken by purchasers for return of Products ; ( b ) cus tomary trade, quantity and cash discounts actually allowed and taken ; ( c ) excise, value - added, and sales taxes act ually paid by LICENSEE or Sublicensees for Products ; and ( d ) shipping and handling charges actually paid by LICE NSEE or Sublicensees for Products