definiens: means the total of the gross invoice prices of Licensed Products sold or leased by LICENSEE, Sublicensee, Affiliate, or any combination thereof, less the sum of the following actual and customarydeductions where applicable and separately listed : cash, trade, or quantity discounts or rebates ( as allowedunder applicable law ) ; sales tax, use tax, tariff, import / export duties or other excise taxes imposed onparticular sales ( except for value - added and income taxes imposed on the sales of Licensed Product inforeign countries ) ; transportation charges ; or credits to customers because of rejections, returns or recalls ofLicensed Products or because of rebates or charge - backs . For purposes of calculating Net Sales, transfersto a Sublicensee or an Affiliate of Licensed Product under this Agreement for ( i ) end use ( but not resale ) bythe Sublicensee or Affiliate shall be treated as sales by LICENSEE at list price of LICENSEE, or ( ii ) resaleby a Sublicensee or an Affiliate shall be treated as sales at the list price of the Sublicensee or Affiliate