definiens: shall mean an amount equal to 5 % of Net Sales booked by theAcquiror and any Affiliates of the Acquiror during the applicable period from the sale of Gestiva . For purposes hereof, shall mean the gross amount invoiced by Acquiror or its Affiliates for sales of Gestiva to independent third parties, less, and only to the extent such items were actually incurred by the Acquiror or its Affiliates as a result of the sale of Gestiva,(a ) trade, quantity and/or cash discounts, incentive payments or rebates actually booked, taken or allowed ; ( 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, but including excise, value added, sales anduse taxes ), duties or other governmental charges levied on the sale or measured by the invoiced amount, absorbed by theAcquiror or its Affiliates