definiens: means the gross amount invoiced for the arm ’s length sale, transfer or other disposition of theIVD Test Kit in the Territory to a Customer or Distributor by Partner or its Affiliate, less the following items to theextent actually paid, taken, or incurred with respect to such sale, transfer, or other disposition, all in accordance withGAAP ( except as otherwise provided below):(i)Credits and allowances for returns ( actual, or estimated to the extent Partnerestimates such returns for purposes of its financial reporting in accordance with GAAP ), rejections, recalls, or billingcorrections;3Confidential(ii)separately itemized freight, postage, shipping and insurance, handling and othertransportation costs, as well as actual, reasonable, Customer training or other product implementation expenditures, provided that such items are passed on to the purchaser at cost or reasonable estimation of actual cost;(iii)separately itemized sales, use, value added, medical device excise, and othersimilar taxes ( excluding income taxes ), tariffs, customs duties, surcharges and other governmental charges levied onthe production, sale, transportation, delivery or use of the IVD Test Kit or Custom Software in the Territory that areincurred at time of sale or are directly related to the sale, are actually paid and are included in the gross amountinvoiced ; and(iv)any quantity, cash or other trade discounts, rebates, credit card fees paid, or chargebacks