definiens: means the sum'(without duplication ) of : ( a ) invoiced sales price of Licensed Products sold by [COMPANY] and its sublicensees, if any, to independent customers who are not Affiliates, less the following to the extent paid or accrued by [COMPANY] or its sublicensees, if any, and not reimbursed ( separate from the invoiced sales price ) by or credited to the independent customer : ( i ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged, out - dated, rejected or returned Licensed Products ; ( ii ) actual freight and insurance costs incurred in transporting Licensed Products to such independent customers ; ( iii ) reasonable and customary cash, quantity and trade discounts, and other price reduction programs, actually given to the independent customer ; ( iv ) sales, use, value - added and other direct taxes, and ( v ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of Licensed Products ; ( b ) any other monetary consideration received by [COMPANY] and its sublicensees, if any, from independent customers for the use of Licensed Product where such consideration is based upon the number of diagnostic tests carried out by the independent customer to determine BNP levels in samples, including without limitation charges designated as use, rental or installment purchase payments for 3 ~ Confidential Treatment Request(ed ) automated diagnostic testing equipment provided to the independent customer by [COMPANY] or its sublicensees or Affiliates ; and ( c ) any amounts received by [COMPANY] and its sublicensees from independent customers who are not Affiliates as fees for carrying out diagnostic tests to determine levels of BNP in samples using Licensed Product, less the following to the extent paid or accrued by [COMPANY] or its sublicensees, if any, and not reimbursed ( separate from the invoiced sales price ) by or credited to the independent customers ( i ) reasonable and customary cash, quantity and trade discounts, and other price reduction programs, actually given to the independent customer, and ( ii ) sales, use, value - added and other direct taxes