definiens: shall mean with respect to any Product(s ), except as otherwise provided in this Section 1.33, on a per unitbasis where applicable and in the aggregate where applicable, the gross sales price of such Product(s ) invoiced by any of(i ) [COMPANY], ( ii ) [COMPANY] ’s Affiliates, ( iii ) Gen - Probe, or ( iv ) or any distributor for [COMPANY] in Japan, Germany, Italy, France, orthe United Kingdom ( all of which are individually referred to hereafter in this Section 1.33 as ), following shipment tounaffiliated Third Parties less, to the extent actually paid or accrued by such Seller : ( a ) discounts, rebates or chargebacksactually allowed and taken, to the extent consistent with industry practices and price reductions given for similar products bysuch Seller ; and/or ( b ) amounts repaid or credited by reason of rejection, spoilage, expiration or return ; and/or ( c ) to the extentseparately stated on purchase orders, invoices or other documents of sale, taxes levied on and/or other governmental chargesmade as to production, or transportation or insurance charges ; and/or ( d ) charges for freight, handling and transportation;and / or ( f ) sales, use and value - added taxes and other similar taxes incurred and separately stated on invoices ; and / or(g ) customs duties, surcharges and other governmental charges incurred in exporting or importing such Product . Transfer toany unaffiliated Third Party of a Blood Screening Instrument qualifying for sale treatment under generally acceptedaccounting principles ( GAAP ) will be deemed to be a for purposes of this Agreement, including without limitation thecalculation of under this Section 1.33 and the compensation due Gen - Probe on account of sales underSection 6.1.2 ( including Sections 6.1.2(b ) and 6.1.2(c ) ) . With respect to sales of Blood Screening Assays, the basisof calculating Net Sales may be either a or basis, in the same manner as which [COMPANY] derivesrevenues from the sale of such assays