definiens: means the total gross amount invoiced by Licensee and its Affiliates(regardless of whether and when such invoices are actually paid ) on the sale of Licensed Productsand Licensed Services to Third Parties ( including, without limitation, the provision of any product byLicensee and its Affiliates that incorporates a Licensed Product or Licensed Service, but for clarityexcluding documented sponsored research and/or development activities ( including costs forpreclinical and clinical development ), valued at the actual direct cost of such activities on a fullyburdened basis ( including reasonable margin for overhead ) ), less the following items, as determinedfrom the books and records of Licensee and its Affiliates:(a ) insurance, handling and transportation charges prepaid, allowed, or actuallyinvoiced;(b ) amounts repaid, credited or allowed for rejection, return or recall;(c ) sales or other excise taxes or other governmental charges levied on or measured bythe invoiced amount ( including, without limitation, value added taxes);(d ) brokerage, customs and import duties or charges ; and(e ) normal and customary trade, quantity and cash discounts ( including chargebacksand allowances ) and rebates that relate to the Licensed Products or Licensed Services