definiens: means the total of all sales of Licensed A VI IP Products sold or transferred by [COMPANY] and [COMPANY] ' Affiliates and sublicensees, less the following actual and customary third­party wholesaler and distributor deductions as applicable : reasonable and customary wholesaler or distributor sales commissions ( for clarity, commissions and other compensation paid to sales and marketing personnel of [COMPANY] or its marketing partner ( s ) are not deductible ) ; allowances or credits to purchasers for rejections, returns, withdrawals or recalls ; cash, trade or quantity discounts ; sales rebates or chargebacks ; third party distribution fees ; sales, use, excise or other taxes imposed on sales ; import and export duties ; and shipping charges . To the extent [COMPANY] has deducted amounts as permitted by the preceding sentence and [COMPANY] later receives a refund against the amount deducted, the refunded amount shall be included as part ofEleos Net Sales . Payments shall be made only upon sales or transfers between unrelated third parties and shall be based on arms - length consideration . In the event [COMPANY] or any of its Affiliates makes a transfer of a Licensed A VI IP Product to a third party for other than monetary consideration or for less than fair market value, such transfer shall be considered a sale hereunder to be calculated at a fair market value for accounting and royalty purposes . A Licensed A VI IP Product shall be deemed sold or transferred at the time the entity making the transaction on which the royalty is based bills, invoices, ships, or receives payment for such Licensed AVI IP Product, whichever occurs first . For sales of a Licensed A VI IP Product which constitutes a Combination Product, [COMPANY] Net Sales will be calculated based on a reasonable allocation between the Combination Product Components and the remainder of the Licensed AVI IP Product