definiens: shall mean the Gross Sales Price, as defined in ( b ) and ( c ) below, received by VIACELL or any of its Affili ates or Sublicensees ( ) for the sale or distribution of any Cov ered Product to a final customer ( who will be the service provider deliveri ng services or Covered Product rather than the recipient of such services ) and is not an Affiliate or Sublicensee ( ), less ( to the extent appro priately documented ) the following amounts actually paid out by VIACELL, its Affiliate or Sublicensee, or credited against the amounts received by them from the sale or distribution of any Covered Product : ( i ) credits and allowances for price adjustme nt, rejection, or return of Covered Products previously sold ; ( ii ) rebates and cash discounts to purchasers allowed and taken ; ( iii ) amounts for transportation, insurance, handling or shipping charges to purchasers ; ( iv ) taxes, duties and other governmental cha rges levied on or measured by the sale of Covered Products, whether absorbed by V IACELL or paid by the purchaser so long as VIACELL 's price is reduced the reby, but not franchise or income taxes of any kind whatsoever ; and ( v ) for any sale in which the United States g overnment on the basis of its royalty - free license pursuant to 35 USC Sec . 202(c ) to any MGH Patent Rights requires that the Gross Sales Price of any Covered Product subject to such MGH Patent Rights be reduced by the amount of such roya lty owed GAMETE hereunder, the amount of such royalty ; provided that the aggre gate of the amounts deducted from the Gross Sales Price pursuant to clauses ( i ) through ( iv ) above shall not exceed [ * * ] of the Gross Sales Price to which such deductions relate