definiens: means the amount actually received by LICENSEE from a third party ( which is not a wholly - ownedAFFILIATE ) from the sale, rental or lease of LICENSED PRODUCTS ; and uses or licenses of LICENSED PROCESSES byLICENSEE, less the following deductions ( but only to the extent such sums are otherwise included in NET SALES and are notobtained in view of other consideration received by LICENSEE ): ( a)any normal and customary refunds, discounts, rebates, returns and allowances to customers and retroactive pricereductions and chargeback payments actually incurred during the accounting period, and rebates granted tomanaged health care organizations or to federal, state and local governments ; ( b)sales, tariff duties and/or use taxes directly imposed and with reference to particular sales ; ( c)prepaid freight applicable to the product, if separately itemized on the invoice and paid by the customer ; and ( d)amounts actually refunded or credited on returns