definiens: means the total invoice price paya ble to K2 M for any sale of a Royalty Bearing Device, less the following items : ( i ) returns and allowance s ; ( ii ) freight ; ( iii ) sale and use taxes ; ( iv ) imp ort or export taxes ; or ( v ) reasonable third party commissions pa i d in connection with a sale . If any Royalty Bearin g Device is sold by K2 M through a sales organization which is d irectly or indirectly controlling, controlled by, o r under direct or indirect common control of K2 M ( as such t erms are used to describe an affiliate under United States Securities and Exchange Commission Rule 17 CFR 240 . 12b-2, the amount used for the purpose of calculati ng the Net Sales shall be the total invoice price paya ble to such sales organization for any sale of a Ro yalty Bearing Device, less the following items : ( i ) returns and a llowances ; ( ii ) freight ; ( iii ) sale and use taxes ; ( iv ) import or export taxes ; or ( v ) reasonable third party 2 commissions paid in connection with a sale . Royalty Bearing Devices shall be deemed when invoic ed with the exception of shipment of Royalty Bearing D evices to be sold on consignment, which shall be de emed sold only upon actual transfer of title of such Roy alty Bearing Devices . For purposes of this Agreemen t, a shall include a sale or other transfer of title of Royally Bearing Device(s ), and the purchase price o r other payments from the sale or other transfer of Royalty Bearing Device(s ) shall be deemed fully received b y K2 M immediately upon the execution of or entry into a s ale regardless of the term or manner of the transac tion