definiens: shall mean the gross i nvoiced sales price for all Licensed Products sold by Predix and its Affiliates to Third Parties throughout the Territory during each calendar quarter, less th e following amounts incurred or paid by Predix or its Affiliates during such cal endar quarter with respect to sales of Licensed Products regardless of the calend ar quarter in which such sales were made : ( a ) trade, cash and quantity discounts or rebates actually allowed or taken, including discounts or rebate s to governmental or managed care organizations ; ( b ) credits or allowances actually give n or made for rejection of, and for uncollectible amounts on, or re turn of previously sold Licensed Products ( including Medicare a nd similar types of rebates ) ; ( c ) any charges for insurance, freight, and other transportation costs directly related to the delivery of Licensed Product to the extent included in the gross invoiced s ales price ; ( d ) any tax, tariff, duty or government al charge levied on the sales, transfer, transportation or deli very of a Licensed Product ( including any tax such as a value adde d or similar tax or government charge ) borne by the seller thereof, other than franchise or income tax of any kind whatsoever ; a nd ( e ) any import or export duties or thei r equivalent borne by the seller ; provided that : ( i ) In any transfers of Licensed Produc ts between Predix and an Affiliate of Predix or between an Affiliate of Pred ix and an Affiliate of such Affiliate, Net Sales ( subject to the deductions lis ted above ) shall be equal to the higher of : ( x ) the [ * * * * * * * * * * * * * * ] of the Lice nsed Products so transferred, assuming [ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ] and ( y ) the total amount invoiced by such Affiliate on resale t o an independent third party purchaser ; and ( ii ) In the event that Predix, or an Af filiate of Predix, receives non - monetary consideration for any Licensed Product s or in the case of transactions not at arm 's length with a non - Affilia te of Predix or its Affiliate, Net Sales ( subject to the deductions lis ted above ) shall be calculated based on the fair market value of such c onsideration or transaction, assuming an arm 's length transaction made in the or dinary course of business