definiens: means, with respect to a particular time period, the gross amount invoiced by a Commercializing Party and its Sublicensees ( or by a distributor on behalf of either of such Commercializing Party or its Sublicensees ) for sales of a product exploited pursuant to the licenses under this Agreement and subject to a potential royalty on Net Sales, including a Royalty Product, a [COMPANY] Screening Product, an [COMPANY] Reagent Product, or an [COMPANY] Screening Product ( each or all, a for purposes of this Section 1.53 ) ( such Commercial Product being in final form intended for use by the end user ) in arms length transactions between the Commercializing Party and a Third Party during such time period, less [ the following estimated and/or incurred charges or expenses ], to the extent each is actually incurred and included in the invoiced gross sales price : ( a ) trade, cash and quantity discounts or rebates actually allowed or taken ; ( b ) credits or allowances given or made for rejection or return of, and for uncollectible amounts on, previously sold products or for retroactive price reductions ( including rebates similar to Medicare and/or Medicaid ) ; ( c ) sales tax, V AT taxes, and other taxes, duties or other governmental charges levied on or measured by the billing amount, as adjusted for rebates or refunds, that are borne by the seller thereof and that are not refundable and to the extent noncreditable ; ( d ) charges for freight and insurance directly related to the distribution of Commercial Products ( to the extent not paid by the Third Party customer ) ; and ( e ) credits or allowances given or made for wastage replacement, indigent patient and similar programs . The specific deductions taken under, and the general provisions of, ( a ) through ( e ) above shall be adjusted periodically as necessary to reflect amounts actually incurred . Sales between a Commercializing Party and its Sublicensees ( or distributors of such Commercializing Party or its Sublicensees ) shall be disregarded for purposes of calculating Net Sales