definiens: means the total gross amount invoiced by Sublicensees ( otherthan a Sublicensee that is an Affiliate of Licensee ) ( regardless of whether and when such invoicesare actually paid ) on the sale of Licensed Products or the provision of Licensed Services to ThirdParties ( including, without limitation, the provision of any product by any Sublicensee ( other than aSublicensee that is an Affiliate of Licensee ) that incorporates a Licensed Product or Licensed Servicebut for clarity excluding documented sponsored research and/or development activities ( includingcosts for preclinical and clinical development ), valued at the actual direct cost of such activities on afully burdened basis ( including reasonable margin for overhead ) ), less the following items, asdetermined from the books and records of Sublicensees:(a ) insurance, handling and transportation charges prepaid, allowed, or actuallyinvoiced;(b ) amounts repaid, credited or allowed for rejection, return or recall;(c ) sales or other excise taxes or other governmental charges levied on or measured bythe invoiced amount ( including, without limitation, value added taxes);(d ) brokerage, customs and import duties or charges ; and(e ) normal and customary trade, quantity and cash discounts ( including chargebacksand allowances ) and rebates that relate to the Licensed Products or Licensed Services