definiens: shall mean the end user gross amount received by Licensee upon payment of invoice, or its Affiliates and sublicensees, or any of them, on all sales of Licensed Products, less ( i ) discounts actually allowed ; ( ii ) credits for claims, allowances, retroactive price reductions or returned goods ; ( iii ) prepaid freight ; ( iv ) sales taxes or other governmental charges actually paid in connection with sales of Licensed Products ( but excluding what are commonly known as income taxes and value - added taxes ) ; and ( v ) refunds or rebates actually paid . For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefore shall be generated and payment received by Licensee, or its Affiliates and sublicensees or any of them . Sales of Licensed Products by Licensee, or an Affiliate or sublicensee of Licensee to any Affiliate or sublicensee which is a reseller thereof shall be excluded, and only the subsequent sale of such Licensed Products by Affiliates or sublicensees of Licensee to umelated parties shall be deemed Net Sales hereunder