definiens: means the total gross amount invoiced by Licensee, its Affiliates and its Sublicensees(regardless of whether and when such invoices are actually paid ) on the sale of Licensed Products and LicensedServices to Third Parties ( including, without limitation, the provision of any product by Licensee, its Affiliates or any ofits Sublicensee that incorporates a Licensed Product or Licensed Service but for clarity excluding documentedsponsored research and/or development activities, valued at the actual direct cost of such activities on a fullyburdened basis ( including reasonable margin for overhead ) ), less the following items, as determined from the booksand records of Licensee, its Affiliates or its Sublicensees : ( a ) insurance, handling and transportation charges actually invoiced ; - 5 - CONFIDENTIAL ( b ) amounts repaid, credited or allowed for rejection, return or recall ; ( c ) sales or other excise taxes or other governmental charges levied on or measured by theinvoiced amount ( including, without limitation, value added taxes ) ; ( d ) brokerage, customs and import duties or charges ; and ( e ) normal and customary trade and quantity discounts ( including chargebacks and allowances)and rebates which relate to the Licensed Products or Licensed Services