definiens: shall mean, with respect to any Licensed Product, the invoiced sales price of s uch Licensed Product sold by Licensee, its Affiliates and sublicensees to indepe ndent customers who are not Affiliates, less ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent c ustomers for spoiled, damaged, out - dated, rejected or returned Licensed P roduct ; ( b ) actual freight and insurance costs incurred in transporting such L icensed Product in final form to such customers ; ( c ) cash, quantity and trade dis counts ; ( d ) sales, use, value - added and taxes or governmental charges ( excl uding what is commonly known of as income taxes ) incurred in connection with the exportation or importation of such Licensed Product in final form ; and ( e ) the cost to Licensee of the devices for dispensing or administering such Licens ed Product as well as diluents or similar materials which accompany such Licensed Product as it is sold . For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor shall be generate d or the Licensed Product shipped for delivery . Sales of Licensed Products by Licensee, or an Affiliate or sublicensee of Licensee to any Affiliate or sublice nsee which is a reseller thereof shall be excluded, and only the subsequent sale of such Licensed Products by Affiliates or sublicensees of Licensee to unrelated parties shall be deemed Net Sales hereunder