definiens: means, with respect to a particular limc period, the tOial amounts invoiced by Cypress and its Affiliates or subliccns.c : es for 511lel1 of Products made during such lime period 10 unrelated Third Parties in the Cypress TClTitory, less the following deductions to the ext"nt aclually allowed or incurred with respect to such sales : ( a ) lrade discounts, credils or allov.lInces Including cub and quantity discounts provided by means of chargeback5, rebates and wmimstl1tivc feci ch.argoo by CUStOmCf1 ; or health ClIrt : organiza tion ! ; det ~ rmll1ed ba>«l upon sales ; ( b ) credits or allowances additionally gnmtcd for damaged . outdated . spoiled, returned or reJccted Products, including in CQrIJlCCIoon With re(:llls : ( e ) freighl . shippln, and Insurance chll"8es . to lhe extent Included In 1 M lI1voiud amount ; ( d ) TIXes, wiff$, dulles or other govmunental chll'gcII ( OtMr th.o 1m:0fTIe taxes ) lCV1ed on, absorbed or othctwlse Imposed on ules of the Products 111 the CypTCM Territory, as adJUjtrt;l by .oy refunds . provided that such TIXcs, tarim . dullCS and other governmental charges an : IlIdudc::d In the Ipplicable IOvoiced lmount and idc . 'nllfied in the, Kequntinl confidtnti •• f ~ llmtnt applJcable invoice ; and ( ~ ) rroates . discounts or other payments 011 sales of ProdUCtS 1h11 an : maoda1ed by a Governmental Au1horily