definiens: shall mean t he GROSS SALES PRICE as defined in ( b ) below received by VIACELL or any of its AFFILIATES or SUBLICENSEES ( ) for the sale or distributi on of any PRODUCT to a final customer who will be the end user of the PRODUCT an d 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 PRODUCT : ( a ) ( i ) credits and allowances for pr ice adjustment, rejection, or return of PRODUCTS previously sold ; ( ii ) rebates and cash discounts t o purchasers allowed and taken ; ( iii ) amounts for transportation, insurance, handling or shipping charges to purchasers ; ( iv ) taxes, duties and other gove rnmental charges levied on or measured by the sale of PRODUCTS, whether absorbed by VIACELL 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 ; ( v ) charge back payments and/or r ebates for PRODUCTS provided to managed health care organizations, international organizations, or federal, state, local or other governments, including for ex ample in the United States, Medicare and Medicaid ; and ( vi ) for any sale in which the Un ited States government on the basis of its royalty - free license pursuant to 35 US C Sec . 202(c ) to any PATENT RIGHT requires that the GROSS SALES PRICE of any PR ODUCT subject to such PATENT RIGHT be reduced by the amount of such royalty owed GENERAL pursuant to Paragraph 3.1, the amount of such royalty