definiens: shall mean the sum, over the term of this Agreement, of all amountS 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 LICENSEE and its Affiliates from persons or entities due to or by reason of the sale or other distribution of Products, or the use of Products, including any use by LICENSEE and Affiliates in the perfonnance 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 LICENSEE 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 ; 2 FINAL -March 1, 2006 excise, value - added, and sales taxes actually paid by LICENSEE for Products ; and shipping and handling charges actually paid by LICENSEE for Products