definiens: means, with respect to a particular time period, the total amounts invoiced by Innovate, its Aﬃliates and their respectivelicensees for sales of Products made during such time period to unrelated Third Parties, less the following deductions to the extent actually allowed orincurred with respect to such sales : ( a ) reasonable and customary discounts, including cash and quantity discounts, charge - back payments, administrative fees incurreddirectly in such discounting, and rebates actually granted to trade customers and distributors ; ( b ) reasonable and customary credits or allowances actually granted for damaged, outdated, spoiled, returned or rejected Products, including, without limitation, in connection with recalls ; ( c ) sales and excise taxes, tariﬀs, duties or other governmental charges ( other than income taxes ) levied on, absorbed or otherwiseimposed on the manufacture or sales of Products ; ( d ) freight, insurance, data, administrative, inventory management and nursing charges or other fees related to handling anddistribution of Products ( to the extent not paid by the Third Party customer ) ; - 3 - ( e ) credits and allowances made for wastage replacement and indigent or similar programs ; and ( f ) reasonable allowances for bad debts as reconciled to actual experience at least annually