definiens: or means the gross amount actually received by Licen see or any of its Affiliates or Sublicensees from a Third Party for t he sale to such Third Party of Licensed Products le ss the sum of the following deductions and offsets allowed, ac crued, paid, or taken relating specifically to Lice nsed Products : ( a ) discounts and rebates allowed in amou nts customary in the trade ; ( b ) sales, tariff dutie s, and excise, use, and value - added taxes ; ( c ) costs of packing, i nsurance, delivery charges, outbound transportation prepaid or allowed ; and ( d ) amounts allowed or credited on ret urns . The amount of Net Sales by an Affiliate or a Sublicensee shall be deemed to be the amount of Net Sales by Licensee . However, sales of Licensed Prod ucts by Licensee to any Affiliate or Sublicensee which is a reseller thereof shall be excluded, and only the s ubsequent sale of such Licensed Products by Affiliates or Sub licensees to Third Parties shall be deemed Net Sale s hereunder