definiens: shall mean~ total amount invoiced to third parties by PACK.-\RD . its AFFIUA TES or licensees for the sale 0 AURORA 's UC REAGENTS or PRODUCTS, less the following reasonable and customary deductions . to the extent applicable to such invoiced amounts : ( i ) all trade . cash and quantity credits, discounts, refunds or government rebates ; ( ii ) amounts for claims, allowances or credit for returns ; retroactive price reductions ; chargebacks ; and ( iii ) packaging, handling . fees and prepaid freight, sales taxes, duties and other governmental charges ( including value added tax ), . but excluding income taxes, in each case if charged separately on the invoice and paid by the custom : Q A shall also include a transfer or other disposition for consideration other than cash, in which case such consideration shall be valued at the fair market value thereof 1.15 shall mean \!ytomatic liquid handling, fluorescence imaging, detection and reagent technology that is owned or controlled by PACKARD and is useable in any type of biological assay including without limitation in the high - throughput scree!1ing of drug candidat;~For purposes of the foregoing, means possession of the ability to grant a license 0 u license as provided for herein without violating the terms of any agreement with or other arrangement with any third party