definiens: shall mean the total invoiced sales of LICENSED PRODUCTS sold by MERIX, less the following sums actually paid or credited by MER IX as shall be detailed in MERIX ’s reports made pursuant to Section 5.02 of this AGREEMENT : ( a ) trade, quantity or cash discounts or commissions all owed in amounts customary in the trade ; - 2 - ( b ) any tax, excise or other governmental charge upon o r measured by the production, sale, transportation, delivery or use and duties imposed on the import of LICENSED PRODUCTS included in such amount ; ( c ) outbound transportation charges prepaid or allowed on the cost of shipping to customers, if any ; and ( d ) credits or allowances, if given or made for LICENSE D PRODUCTS, price adjustments, returns, rejections, recalls or destructions ( voluntarily ma de by or requested or made by an appropriate government agency, subdivision or department ) of LI CENSED PRODUCTS previously delivered