definiens: shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Licensed Products, less the following items, to the extent directly applicable to such sales of Licensed Products ( if not previously deducted from the amount invoiced ): ( a ) reasonable and customary trade, quantity and cash discounts actuall y granted ; ( b ) reasonable and customary rebates and retroactive price reductions actually granted, including but not limited to rebates and chargeback payments granted to managed health care organizations, pharmacy benefit managers ( or equivalents thereof ), national, state / provincial, local, and other governments, their agencies and purchasers and reimbursers, or to trade customers ; ( c ) credits or allowances actually granted upon claims of nonconforming Licensed Products, rejections or returns of Licensed P roducts ; ( d ) prepaid freight charges for the delivery of Licensed Products ; and ( e ) sales, use or excise taxes imposed or other governmental taxes charged and actually paid on the with sale of Licensed Products ( but excluding any value added taxes or taxes based on income or gross receipts Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or, with regard to any other property paid in exchang e for any Licensed Products, an amount in cash equal to the fair market value of such property . For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is generated or the Licensed Product is shipped for deli very, whichever occurs first . Sales of Licensed Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Licensed Products by such Affil iates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder