definiens: means the gross amounts invoi ced for sales of the Systems to third parties by Purchaser, its Affiliates and its or their respecti ve transferees or licensees of substantially all ri ghts pertaining to the Systems ( collectively, the ), le ss any of the following deductions related to the S ystems and actually taken on such sales for : ( a ) normal and c ustomary trade and quantity discounts actually give n ; ( b ) credits, rebates and chargebacks and allowances to the custo mer on account of purchase of such Systems, or on a ccount of retroactive price reductions affecting such Syst ems ; ( c ) amounts paid, granted or accrued on reject ion or returns of such Systems ; ( d ) packing, freight, shipping, po stage, custom duties and insurance costs on shipmen ts to the customer that are separately itemized ; and ( e ) sale s, value - added, and excise taxes, tariffs, duties a nd any other taxes and governmental charges related to the sale of such Systems to the customer, in each case, to t he extent such deductions : ( i ) are applicable and in accordan ce with standard allocation procedures, ( ii ) have n ot already been deducted or excluded, and ( iii ) are incurred i n the ordinary course of business in type and amoun t consistent with good industry practice . Worldwide Net Sales sh all be determined from the books and records in acc ordance with GAAP, applied on a consistent basis by Purchas er, and may include using accrual accounting where applicable . Notwithstanding the foregoing, Worldwid e Net Sales shall not include non - commercial sales, such as transactions among the Sales Parties that are not i ntended for re - sale, or sales for pre - clinical or c linical trials or other testing . In the case of any transfer of any S ystem among the Sales Parties for resale, Worldwide Net Sales shall be determined based on the subsequent sale of such System by the Sales Party to a third party . I f a System is sold in a bundle with one or more Bundle Product Co mponents ( ), Worldwide Net Sales on the Bundled Sales shall be calculated by multiplying th e Worldwide Net Sales of that Bundled Sale by the f raction A/(A+B ), where A is the average sale price of the S ystem included in the Bundled Sale when sold separa tely and B is the average sale price of all Bundle Product C omponents included in the Bundled Sale when sold se parately