definiens: – shall mean the total amount received by the Company and the totalamount received by each Sublicensee in connection with the sale ofProducts ( for the removal of doubt, whether such sales are made before orafter the First Commercial Sale of any Product in any country ) ; providedthat, with respect to sales which are not at arms - length and/or are not inthe ordinary course of business and/or are not according to then currentmarket conditions for such a sale, the term shall mean thetotal amount that would have been due in an arms - length sale made in theordinary course of business and according to the then current marketconditions for such sale or, in the absence of such current marketconditions, according to market conditions for sale of products similar tothe Products, in all cases after deduction of amounts actually received inrespect of such sales which are : Ref . : 05 - 2595 - 04 - 4No . : 60504 - 001L/88017/40O0/4O7949 / I - 5 - ( i)in respect of sales taxes ( including value added taxes ) to the extentapplicable to such sale and included in the invoice in respect ofsuch sale ; ( ii)are subsequently repaid to the purchaser in the form of credits orallowances, if any, actually granted on account of priceadjustments, recalls, rejections or returns of Products previouslysold ; ( iii)in respect of packing, freight, shipping and insurance chargesapplicable to the Products sold to the extent such items areseparately itemised on invoices ; and ( iv)wholesaler and cash discounts in amounts customary in the trade, to the extent actually granted ; and provided further that, with respect to sales by the Company and/or aSublicensee, as applicable, to any Affiliated Entity of the Company or ofsuch Sublicensee, as the case may be, the term, shall meanthe higher of : ( a ), as defined above, with respect to saleswhich are not at arms - length and/or in the ordinary course of businessand / or according to current market conditions ; and ( b ) the total amountreceived by such Affiliated Entity on resale to an independent third partypurchaser after the deductions specified in subparagraphs ( i ), ( ii ), ( iii ) and(iv ) above, to the extent applicable;Ref . : 05 - 2595 - 04 - 4No . : 60604 - 001L/88017/4000/407949 / l - 6 - 1.2.8