definiens: shall mean the gross amount billed or invoiced or received ( whichever occurs first ) by or onbehalf of Licensee, its Affiliates and Sublicensees ( in each case, the ) on sales, leases or othertransfers of Licensed Products ( whether made before or after the First Commercial Sale of the Product ), less thefollowing to the extent applicable to Licensed Products sold, leased or transferred : ( a ) customary trade, quantity, orcash discounts to the extent actually allowed and taken ; ( b ) amounts repaid or credited by reason of rejection or returnand uncollectible portions of billed or invoiced amounts ; ( c ) refunds, chargebacks and allowances actually given thateffectively reduce the net selling price ; ( d ) rebates paid or credited to any governmental agency ( or branch thereof ) orto any third party payor, administrator or contractee ; ( e ) discounts mandated by wholesalers, or granted to meet therequirements of, applicable state, provincial or federal law, including required retroactive price reductions ; and ( f ) anysales, value added or similar taxes, custom duties or other similar governmental charges levied on the production, sale, transportation, delivery, or use of a Licensed Product which is paid by or on behalf of Licensee or such InvoicingEntity ; provided that:(i ) In any transfers of Licensed Products between an Invoicing Entity and an Affiliate of such InvoicingEntity not for the purpose of resale by such Affiliate ( i.e., where such Affiliate is the end user of such LicensedProducts for commercial purposes ), Net Sales shall be equal to the fair market value of the Licensed Products sotransferred, assuming an arm ’s length transaction made in the ordinary course of business ; and(ii ) In the event that an Invoicing Entity receives non - monetary consideration for any LicensedProducts or in the case of transactions not at arm ’s length with a non - Affiliate of Invoicing Entity, Net Sales shall becalculated based on the fair market value of such consideration or transaction, assuming an arm ’s length transactionmade in the ordinary course of business