definiens: is hereby deleted in its entirety and replacedwith the following : Gross Sales Price " means, for any period, the gross sales price of Products sold which are orinclude Royalty Bearing Products ( whether in the form of cash, property or otherwise ) by Prometheusand its licensees to third parties that are not Affiliates of the selling party ( unless such Affiliate is theend user of such Royalty Bearing Product, in which case the amount billed therefor shall be deemedto be the amount that would be billed to a third party in an arm's - length transaction ) during such period, less the following items, as allocable to such Royalty Bearing Products : ( a ) discounts includingquantity discounts and contractual allowances, ( b ) credits, rebates or allowances actually granted uponclaims, damaged goods, rejections or returns of Royalty Bearing Products, including recalls,(c ) freight, postage, shipping and insurance charges actually allowed or paid for delivery of RoyaltyBearing Products, to the extent billed, ( d ) taxes, duties or other governmental charges ( other thanincome taxes ) levied on, absorbed or otherwise imposed on sales of Royalty Bearing Products, and(e ) an estimate for bad debts determined in accordance with Prometheus ' normal accountingprocedures consistently applied ; all of the above shall be estimated in accordance with United Statesgenerally accepted accounting principles ( ) . In no event shall Royalty Bearing Products usedin quality control testing, or Royalty Bearing Products distributed as free marketing samples orcharitable contributions, be considered for purposes of calculating Gross Sales Price . " 2