definiens: shall mean the gross amount billed or invoiced by or on behalf of Licensee, its Affiliates and Sublicensees ( in each case, the ) on sales, leases or o ther transfers of Licensed Products or Royalty Products, as applicable, less the following to the extent applicable on such sales, leases or other transfers of Licensed Products or Royalty Products, as applicable, and not previously deducted from the gr oss invoice price : ( a ) customary trade, quantity, and cash discounts to the extent actually allowed a nd taken ; ( b ) amounts actually repaid or credited b y reason of rejection or return of any previously sol d, leased or otherwise transferred Licensed Product s or Royalty Products, as applicable, and uncollectib le portions of billed or invoiced amounts with respect to any previously sold, leased or otherwise transferred Licensed Products or Royalty Products, as applicable ; ( c ) rebates, chargebacks, retroactiv e price reductions, allowances and fees actually pa i d or credited to customers, wholesalers, distributors, third party payors, governmental agencies, administrators and contractees with respect to Lice nsed Products or Royalty Products, as applicable, sold, leased or otherwise transferred ; ( d ) transpor tation, freight and insurance charges that are paid by or on behalf of the Invoicing Entity ; and ( e ) to th e extent separately stated on purchase orders, invoices, or other documents of sale, any sales, va lue added or similar taxes, custom duties or other similar governmental charges levied directly on the production, sale, transportation, delivery, or use of a Licensed Product or Royalty Product, as applicabl e, that are paid by or on behalf of the Invoicing Entity, but not including any tax levied with respe ct to income ; provided that : ( i ) in any transfers of Licensed Products or Royal ty Products, as applicable, among an Invoicing Entity, Affiliates of such Invoi cing Entity and Sublicensees, not for the purpose of resale by any such Affiliate or Sublicensee, Net Sales shall be equal to the fair market value of t he Licensed Products or Royalty Products, as applicabl e, so transferred, assuming an arm ’s length transaction made in the ordinary course of business ; and ( ii ) in the event that an Invoicing Party receives non - monetary consideration for any Licensed Products or Royalty Products, as a pplicable, or in the case of transactions not at arm ’s length with a non - Affiliate of such Invoicing Entity that is not a Sublicensee, Net Sales shall be calculated based on the fair market value of such c onsideration or transaction, assuming an arm ’s length transaction made in the ordinary course of b usiness