definiens: shall mean the gross sales of CyA Assays by UCENSEE . its Affiliates and its sublicensees ( if any ) billed to customers, less the amount actually allowed to customers for ( 1 ) adjustments granted to custoDlClS. including without limitation em:1its and allowances or on account of the rejection or return of CyA Assays previously sold . ( 2 ) trade and cash discounts, rebates and distributor fees . ( 3 ) transportation . insurance and handling charges and ( 4 ) sales . excise, turnover and similar taxes and any duties and other governmental charges imposed upon the production . importation . usc or sale of CyA Assays . Where the price of aCyA Assay includes the price of the device reader or the price of an assay for a compound other than CyA, Net Sales shall be detennined by a formula ( to be agreed upon by the parties before sales at such price are made ) calculated to exclude that portion of sales of Cy A Assays reasonably attributable to such prices of the device reader andlor the assay for a compound other than Cy A