definiens: means the sum, over the term of t his Agreement, of all amounts received and all other consideration received ( or, when in a form other than cash or its equivalent, the fair market value thereof when received ) by LICENSEE and its Affiliates from persons o r entities due to or by reason of the sale, distribution or use of Pr oducts, less the following deductions and offsets, but only to the exten t such sums are otherwise included in the computation of Net Sales, or are paid by LICENSEE and not otherwise reimbursed : refunds, rebates, repla cements or credits actually allowed and taken by purchasers for return of Products ; customary trade, quantity and cash discounts actually allowed and taken ; excise, value - added, and sales taxes actually paid by LICENSEE for Products ; and shipping and handling and shipping insurance charges actually paid by LICENSEE for Products . ( Note that amounts not actually received, such as bad debts left unpaid to LICENSEE, are not in cluded in Net Sales . ) 2.9 in singular or plural usage as requ ired by the context means LICENSEE and/or MICHIGAN