definiens: shall mean the gross amount billed or invoiced by or on behalf of BioLine and/or its Affiliates ( the ) on sales of Licensed Products or of services relating thereto ( whether made before or after the FirstCommercial Sale of the Licensed Product ), in any form or manner, to an unaffiliated third party ( those parties notregarded to as BioLine Affiliates ), attributable to the commercial exploitation of the Licensed Patents throughout theTerritory ( and not only in those territories where patent protection for the technology has been sought and/or obtained),less the following : ( a ) customary trade, quantity, or cash discounts to the extent actually allowed and taken ; ( b ) amountsrepaid or credited by reason of rejection or return ; ( c ) to the extent separately stated on purchase orders, invoices, orother documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, import, export, delivery, or use of a Licensed Product which is paid by or on behalf of the Invoicing Entity ; and ( d ) outboundtransportation, packing and delivery charges, as well as prepaid freight ( including shipping insurance ) actually incurred;provided, however, that(i ) In any transfers of Licensed Products between the Invoicing Entity and an Affiliate of the InvoicingEntity not for the purpose of resale by such Affiliate, Net Sales shall be equal to the fair market value of the LicensedProducts so transferred, assuming an arm ’s length transaction made in the ordinary course of business ; and(ii ) In the event that the Invoicing Entity, or the Affiliate of the Invoicing Entity, receives non - monetaryconsideration for any Licensed Products or in the case of transactions not at arm ’s length with a non - Affiliate of theInvoicing Entity, Net Sales shall be calculated based on the fair market value of such consideration or transaction inrelation to such Licensed Products, assuming an arm ’s length transaction made in the ordinary course of business