definiens: means with respect to any Products, the gross amount invoiced by LICENSEE, itslicensee or sub - licensee for the Products sold in bona fide, arms - length transactions, less ( i ) quantity and/or cashdiscounts from the gross invoice price which are actually taken ; ( ii ) freight, postage and insurance included in theinvoice price ; ( iii ) amounts repaid or credited by reasons of rejections or return of goods, ( iv ) third - party rebates andchargebacks actually repaid or credited ( v ) invoiced customer duties and sales taxes ( excluding income, value - addedand similar taxes ), if any, actually paid and directly related to the sale that are not reimbursed by LICENSEE ; but inno event shall the cumulative amount of all adjustments, deductions and allowances referred to in ( i ) through ( v)above exceed fifteen percent ( 15 % ) of the gross amount invoiced by LICENSEE, its licensee or sub - licensee for theProducts