definiens: : shall mean [COMPANY] 's proprietary database of human Annotation Information and DNA Sequence Information and corresponding eDNA Clones as of the Effective Date, and as updated thereafter during the Access Tenn to include additional Annotation Information and/or DNA Sequence Information and corresponding eDNA Clones, together with related software and documentation, as described generally in Exhibit C, which is made available by [COMPANY] on a non - exclusive basis to ARIAD and other subscribers and subject to the grant of license rights as described in Section 3.0 ; Qrovided, however th ~ t the I ifeSeq ® Database shall exclude Satellite Database Services and [COMPANY] PNprietary Programs . • 1.29 ; shall mean the gross invoiced sales of Product ( said Product being in the final form intended for use by the end user ), by ARIAD, its Affiliates or its sublicensees to unrelated third parties less any of the following charges or expenses, to the extent each is actually incurred and included in the invoiced sales price and does not exceed the reasona.ble and customary amount for such item in the market in which such sale occurred . : ( a ) credits, allowances and rebates to, and chargebacks from the account of, such customers for spoiled, damaged, out - dated and returned Product ; ( b ) actual freight and insurance costs incurred in transporting the Product in final form to such customers ; ( c ) trade discounts, cash discounts, quantity disCOunts, rebates and other price reduction programsi ( d ) sales, value - added and other direct taxes ; and ( e ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of the Product in final form