definiens: shall mean the total amount invoiced to Customers and to Marketing Distributors on transfers of Approved Products, and transfers of associated Software approved by the Development Committee or the Parties in writing for use with an Approved Product, each transfer directly by a Party or its Affiliates ( the ) to a Customer or Marketing Distributor, as applicable, less the following all as calculated in accordance with GAAP : ( i ) all tTade, cash and quantity credits, discounts, refunds or rebates ; ( ii ) amounts for claims, allowances or credits for retums ; charge backs ; and ( iii ) packaging, handling fees and prepaid freight, sales taxes, duties and other govel1lmental charges ( including value added tax ), but excluding what is cOl1Ullonly known as income taxes ; provided that in the case of ( i ) and ( ii ), such amounts are allowed by the Seller to, and actually taken by, the Customer or Marketing Distribut or, and in the case of ( iii ), such amounts are charged separately on the invoice and paid by the Customer or Marketing Distributor . For avoidance of doubt, Net Sales shall not include sales ( A ) by a Party to an Affiliate to the extent that the Affiliate resells the Approved Product, or Software, to a Customer or to a Marketing Distributor, or ( B ) by Marketing Distributors to Customers