definiens: shall mean the invoice price of Product s or Sunesis Products sold by a Party, its Affiliates, or Sublicensees to the first Third Part y, after deducting, if not previously deducted, fro m the amount invoiced or received : ( a ) a fixed amount equal to five percent ( 5 % ) of the am ount invoiced to cover bad debt, sales or excise taxes, early payment disc ounts, transportation and insurance, custom duties, and other governmental charges ; ( b ) sales commissions paid to Third Party distributors and/or selling agents ( excluding sales commissions paid for sales made in the United States, Australia, Japan, and the count ries of the European Union ) ; ( c ) trade and quantity discounts other than early pay c ash discounts ; ( d ) rejections, returns, rebates, chargebacks and other allowances or credits ; and ( e ) retroactive price reductions that are actually allo we d or granted