definiens: means total billings for Licensed Products, determined in accordance with generally accepted accounting principles, sold byANTIGENICS and/or its Affiliates, less ( a ) discounts actually allowed in amountscustomary in the trade ; ( b ) sales, tariff duties and/or use taxes directlyimposed and with reference to particular sales ; ( c ) outbound transportationprepaid or allowed ; and ( d ) amounts allowed or credited on returns . ANTIGENICSshall keep records of all amounts ( a ) through ( d ) that are subtracted from totalbillings . Licensed Products shall be considered when billed out orinvoiced . Sales of Licensed Products between or among ANTIGENICS and itsAffiliates shall not be subject to any royalties hereunder, and in such casesroyalties shall be calculated upon ANTIGENICS or its Affiliates ' Net Sales to anindependent Third Party . ANTIGENICS shall be responsible for payment of anyroyalty accrued on Net Sales of Licensed Products to such independent ThirdParty through ANTIGENICS ' Affiliates . Notwithstanding the foregoing, anytransfer of Licensed Product by ANTIGENICS to a Sublicensee for resale by thatSublicensee for an amount at or below ANTIGENICS ' cost of manufacturing suchLicensed Product shall not constitute a Net Sale