definiens: means the amount invoiced or otherwise billed by S igma or its Sublicensees for sales or other commercial disposition of a Licensed Product in the Field to a Third Party purchaser, l ess the following to the extent included in such billing or otherwise actually allowed or incurred with respec t to such sales : ( a ) discounts, including cash, trade an d quantity discounts, price reduction programs, retroactive price adjustments with respect to sales of a product, charge - back payments and rebates gra nted to trade customers ; ( b ) credits or allowances actua lly granted upon rejections or returns of Licensed Products, including for recalls or damaged goods ; ( c ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of Licensed P roducts, to the extent billed ; ( d ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation o f a Licensed Product ; ( e ) taxes, duties or other govern mental charges levied on, absorbed or otherwise imposed on sale of Licensed Products, including wit hout limitation value - added taxes, or other governmental charges otherwise measured by the bill ing amount, when included in billing, as adjusted f or rebates and refunds, but specifically excluding tax es based on net income of the seller ; and ( f ) a rea sonable allowance for bad debts ( such allowance not to exce ed 2 % of gross sales ) provided that all of the fore going deductions are calculated in accordance with genera lly accepted accounting principles consistently app lied throughout the selling party ’s organization . ” 1.4 Section 1.61 shall be amended to read in its entire ty as follows : 1.5 Section 1.66 shall be amended to read in its entire ty as follows : means all Information including Sangamo Improvemen ts and Sangamo ’s interest in Joint Improvements ( other tha n Sangamo Patents ), that ( a ) is Controlled, during the term of this Agreement, by ( i ) Sangamo, ( ii ) any en tity that, as of the Effective Date or the Third Amendment Effective Date, is a Sangamo Affiliate, o r ( iii ) a Sangamo Downstream Affiliate and ( b ) is reasonably necessary or useful to make, use or sell ZFP Products in the Field or the Commercial Field