definiens: shall mean an amount equal to 5 % of Net Sales bookedby the Acquiror and any Affiliates of the Acquiror during the applicable period from the sale of Gestiva . For purposes 3hereof, shall mean the gross amount invoiced by Acquiror or its Affiliates for sales of Gestiva to independentthird parties, less, and only to the extent such items were actually incurred by the Acquiror or its Affiliates as a result ofthe sale of Gestiva, ( a ) trade, quantity and/or cash discounts, incentive payments or rebates actually booked, taken orallowed ; ( b ) discounts, refunds, rebates, chargebacks, retroactive price adjustments ; ( c ) actual returns and allowances,(d ) freight charges, shipping, delivery, insurance and packing charges, and ( e ) taxes ( other than income taxes, butincluding excise, value added, sales and use taxes ), duties or other governmental charges levied on the sale or measuredby the invoiced amount, absorbed by the Acquiror or its Affiliates