definiens: shall mean the amounts invoiced on the sales of each [COMPANY] Chelated Product by [COMPANY] its licensees, sublicensees and distributors to independent, unrelated third parties in bona fide arms ' length transactions, less the following deductions properly documented actually allowed and taken by such third parties : ( a ) trade, cash and quantity discounts, including charge backs ; ( b ) taxes on sales ( such as sales or use taxes ) to the extent added to the sales price and set forth separately as such in the total amount invoiced ; ( c ) freight, insurance and other transportation charges to the extent added to the sales prices and set forth separately as such in the total amount invoiced ; ( d ) amounts repaid or credited by reason of rejections, defects or returns, or because ofretroactive price reductions, or due to governmental laws or regulations requiring rebates ; ( e ) import duties ; 1.24 . shall mean collectively any proprietary peptide, protein and antibody library technology and/or all related materials, data, know - how, inventions and Patent Rights that [COMPANY] owns or controls and has the right to grant licenses to in the Diagnostic Imaging Field existing or arising during and through the Research Term