definiens: shall mean the total or gros s xxxxxxxx for sales or other transfers of Licensed Products by Sherwood, any su blicensees and/or any Related Companies, as hereinafter defined, in any arm's - len gth transactions to unrelated third - party distributors, retailers or end users, less the following deductions where factually applicable : ( i ) discounts and re bates allowed and taken, in amounts customary to the trade ; ( ii ) outbound t ransportation and insurance charges separately billed to the customer or prep aid ; ( iii ) special outbound packing separately billed to the customer or prepai d ; ( iv ) sales, excise, use, turnover, inventory, value - added and similar taxes 2 and/or duties imposed upon and with specific refer ence to the particular sales of Licensed Products, but not including net inc ome tax ; ( v ) free samples and replacements in amounts refunded or credited upon purchase price on returned or defective Licensed Products ; and ( vi ) the purc hase price of any Licensed Products or components of Licensed Products pur chased from Licensor or any source designated by Licensor