definiens: shall mean the gross amount received by [COMPANY] or its Affiliate s and sublicensees, or any of them, upon payment of invoice, 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 and ( iv ) sales t axes 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 ) . For purposes of determining Net Sales, a sale shall be deemed to have occurred whe n an invoice therefor shall be generated and payment received by [COMPANY], or its Affiliates or sublicensees or any of them . Sales of Licensed Products by [COMPANY], or an Affiliate or sublicensee of [COMPANY] to any Affiliate or sublicensee which is a re seller thereof shall be excluded, and only the subsequent sale of such Licensed Products by Affiliates or sublicensees of [COMPANY] to unrelated parties shall be deemed Net Sales hereunder