definiens: means the total gross amount invoiced by Licensee and its Affiliates(regardless of whether and when such invoices are actually paid ) on the sale of Licensed Products and LicensedServices to Third Parties ( including, without limitation, the provision of any product by Licensee or its Affiliates thatincorporates a Licensed Product or Licensed Service but for clarity excluding documented sponsored research and / ordevelopment activities, valued at the actual direct cost of such activities on a fully burdened basis ( includingreasonable margin for overhead ) ), less the following items, as determined from the books and records of Licensee orits Affiliates : ( a ) insurance, handling and transportation charges actually invoiced ; ( 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 by theinvoiced amount ( including, without limitation, value added taxes ) ; ( d ) brokerage, customs and import duties or charges ; and ( e ) normal and customary trade and quantity discounts ( including chargebacks and allowances)and rebates which relate to the Licensed Products or Licensed Services