definiens: shall mean the actual gross sa les of the Products sold by Sunesis, its Affiliates and the Sublicensees to a non - Affiliate third party ( excluding any sales among Sunesis, its Affiliates and the Sublicensees ) less the following amounts re lated to the Products : ( a ) reasonable and customary credits, allowances, discounts, rebates, and charge backs for spoiled, damaged, outdated, rejected, and returned Products, ( b ) reasonable and customary fre ight and insurance costs incurred with respect to t he shipment of the Products to customers, in each case if charged separately on the invoice and paid by t he customer, ( c ) duties, surcharges and other governme ntal charges, ( d ) sales, use, value - added, excise a nd other similar taxes ( excluding income taxes ), ( e ) r ebates, normal and customary cash, quantity, trade and similar discounts and allowances and other pric e reductions reasonably and actually granted or pai d by Sunesis, its Affiliates and the Sublicensees in so far as they relate directly to sales of the Prod ucts, and ( f ) actual uncollectible amounts