definiens: shall mean the gross amount invoiced for allProducts used, leased or sold by BDS and/or its Affiliates in arm 's length salesto unrelated third parties ( excluding sales to sublicensees for their resale),less deductions for : ( a ) commissions, trade, quantity and cash discounts orrebates actually allowed or given ; ( b ) credits, allowances or refunds given or made forrejected, outdated or returned Components, if applicable ; - 3 -<PAGE > 5 ( c ) any tax or government charge ( other than an incometax ) levied on the sale, transportation or delivery of a Product and borne bythe seller thereof ; ( d ) any prepaid or invoiced charges for freight, postage, shipping, import or export taxes, insurance or charges for returnablecontainers ; ( e ) in those cases when the cost to BDS of manufacturingor supplying a Component is at least as great as the fair market value thereof, BDS 's fully - allocated cost for the manufacture or supply of the Component ; and ( f ) in those cases when the cost to BDS of operating, financing or servicing a healthcare center which uses a Process are at least asgreat as the fair market value of the Process, BDS 's fully - allocated cost ofoperating, financing or servicing the healthcare center