definiens: means, with respect to each quarterly reporting period, the [ gross invoice price ] for the Products covered by the Commercial License sold by or for Moksha8 ( or its permitted transferees ) to independent third parties in arm's - length transactions during such quarter, after deduction [ ( if not already deducted in the amount invoiced ) ] of the following items paid, allowed or incurred by Moksha8, its Affiliate or its sublicensee with respect to sales of Products, provided and to the extent that such items do not exceed reasonable and customary amounts in the market in which such sales occurred : ( a ) trade, quantity anellor cash discounts, allowances or rebates actually taken and allowed, including promotional or similar discounts or rebates and discounts or rebates to governmental or managed care organizations ; ( b ) credits, reserves or allowances given or made with respect to Products by reason of rejection, defects, recalls, returns, rebates and retroactive price reductions ; ( c ) any tax, tariff, duty or government charge ( including any sales, value added, excise or similar tax or government charge, but excluding any income tax ) levied on the sale, transportation or delivery of a Product and borne by the seller thereof without reimbursement from any third party ; ( d ) any charges for freight, postage, shipping or transportation, or for insurance, in each case to the extent borne by the seller ; and ( e ) any bad debt losses or reserves for bad debt losses for such quarter