definiens: shall mean gross amounts invoiced for ( as defined below ) of a Licensed Product less the sum of ( i ) trade, quantity and cash discounts actually allowed or paid, ( ii ) refunds, rebates, charge backs, retroactive price adjustments ( including Medicaid, managed care and similar types of rebates ) and service allowances, ( iii ) credits or allowances given or made for rejections or returns of previously sold products or for wastage replacement actually taken or allowed, ( iv ) taxes, duties or other governmental charges levied on or measured by the billing amount, as adjusted for rebates and refunds, and ( v ) charges for shipping, freight and insurance directly related to the distribution of the Licensed Product ( excluding amounts reimbursed by third party customers ) . End Sales shall mean all sales of any Licensed Product by CYBERKINETICS, its Affiliates, or its Sublicensees other than sales ( ) to CYBERKINETICS, an Affiliate or a Sublicensee, provided, however, that End Sales shall include the sale of any Licensed Product to CYBERKINETICS, an Affiliate or a Sublicensee where the purchaser of such Licensed Product is the ultimate end - user of such Licensed Product and such Licensed Product is used by such purchaser for commercial purposes to generate revenue from one or more third parties, as opposed to use for research, development, manufacturing, quality control, testing or similar uses in connection with the development or commercialization of any Licensed Product . Sales of a Licensed Product for use in conducting clinical trials of such Licensed Product in a country of the Licensed Territory in order to obtain regulatory approval of such Licensed Product in such country shall be included in Net Sales calculations only to the extent that the amount included in such Net Sales exceeds the fully loaded cost incurred by the party supplying such Licensed Product to supply such Licensed Product