definiens: shall mean the sum, over the tenn of this Agreement, of all amounts actually received and all other consideration actually received ( or, when in a fonn other than cash or its equivalent, the fair market value thereof when received ) by [COMPANY] and its Affiliates from persons or entities due to or by reason of the sate, distribution or use of Collaboration Products, less the following deductions and offsets, put only to the extent such sums are otherwise included in the computation of Net Sales, or are paid by [COMPANY] and its Affiliates and not otherwise reimbursed : ( a ) refunds, rebates, replacements or credits actually allowed and taken by purchasers for return of Collaboration Products ; ( b ) government - mandated rebates or refunds given by [COMPANY] or its Affiliates for purchases of customary trade, quantity and cash discounts actually allowed and taken ;, ( c ) excise, value - added, transportation, use and sales taxes actually paid by - [COMPANY] and its Affiliates for Collaboration Products ; and ( d ) shipping and handling charges actually paid by [COMPANY] and its Affiliates for Collaboration Products