definiens: shall mean the sum, over the term of this Agreement, of all amounts actually received and all other consideration received ( or, when in a form other than cash or its equivalent, the fair market value thereof when received ) by VICAL and its Affiliates from persons or entities due xo 2 CONF\DEN1\AL TREATMENi or by reason of the sale, or distribution of Products, or the use of Products, including any use by VICAL and Affiliates in the performance of services for their customers ; less the following deductions and offsets, but only to the extent such sums are otherwise included in the computation of Net Sales, or are paid by VICAL and not otherwise reimbursed : refunds, rebates, replacements or credits actually allowed and taken by purchasers for return of Products ; customary trade, quantity and cash discounts actually allowed and taken ; excise, value - added, and sales taxes actually paid by VICAL for Products ; and shipping and handling charges actually paid by VICAL for Products