definiens: means the amounts invoiced on the sales of Licensed Product or Non - Antibody Product by HGS, its sublicencees and Affiliates to independent . unrelated third panies in bona fide arms length transactions . less the following deductions properly documented actually allowed and taken by such third parties and not otherwise recovered by or reimbursed by HGS, its Affiliates or sublicensees : ( a ) trade, cash and quantity discounts, including charge backs ; ( b ) taxes on sales ( such as sales or use taxes ) to the extent added to the sales price and set forth separately as such in the total amount invoiced ; ( c ) : freight, insurance and other transponation charges to the extent added to the sales prices and set forth separately as such in the total amount invoiced ; ( d ) amounts repaid or credited by reason of rejections . defects or returns . or because of retroactive price reductions . or due to governmental laws or regulations requiring rebates ; ( e ) impon duties ; and means further the amount of fair . market value of alJ other consideration received by HGS . or its sublicencees or Affiliates in respect of the Licensed Product or Non - Antibody Product . whether such .9 consider - nion is in cash . payments in kind . ex : hz'.g~ or othe:-ro : T.1s : but do ~ s no : mean SJ.ies of the Licensed Product or Non - Antibody Product berween or 2l'IlOng HGS and its sub!ice : lsees and/or Affiliates . In the event a Licer.sed Product or Non­Amibody Product is sold in combination with other active components ( ), Net Sales for purposes of royalty payments on L1e Combination Licensed Products shall be calculated by multiplying the Net Sales of me Combination Licensed Product by the fraction AI(A+B ) . where A is the gross selli .. "lg price of the Licensed Product sold separately ( i.e. without the other active components ) and B is the gross selling price of the other active components . In the event that no such separate sales are made Net Sales for royalty payments shall be calculated by multiplying . Net Sales of the Combination Licensed Product by C/(C - D ) where C is the fully allocmed cost of the Licensed Product ( not including the other active components ) and D is the fully allocmed cost of such other active components such costs being determined using generally accepted accounting procedures consistently applied