definiens: means any o ~ e United Kingdom, France, Germany, or Italt}.s > ' 1.27 means Knock - Out MouselMice, Conditional MouselMice andl ~ umanized MouselMics * 1.28 means, with respect to a Product, the gross amount invoiced by [COMPANY], its Mfiliates, or any Third Party to whom [COMPANY] or any of its Mfiliates has granted license rights with respect to such Product, less : ( a ) trade, cash and quantity discounts, if any, actually allowed or paid ; ( b ) returns, allowances and adjustments actually granted to customers ; ( c ) freight, insurance and other transportation costs ; and ( d ) taxes ( excluding federal, state or local taxes based on income ), duties, insurance or other governmental charges on sales, transportation, delivery, importation or use actually paid by [COMPANY], its Affiliates or licensees with respect to the sale of such Product . Sales between [COMPANY], its Mfiliates and licensees shall be disregarded and only fmal sales to unrelated Third Parties shall be included ( unless, and except to the extent that, such Affiliate or licensee is an end - user of the Product )