definiens: means the gross amounts invoiced to third parties for Licensed Products sold orleased by LICENSEE, Sublicensee, or its Affiliate, or in any combination thereof, less the sum of the following actualand customary deductions where applicable and separately listed : cash, trade, or quantity discounts or rebates ( asallowed under applicable law ) ; sales tax, use tax, tariff, import / export duties or other excise taxes imposed onparticular sales ( except for value - added and income taxes imposed on the sales of Licensed Product in foreigncountries ) ; transportation charges ; credits to customers because of rejections or returns, or transfers of LicensedProducts without charge for charitable, promotional, non - clinical, clinical research or regulatory purposes . Forpurposes of calculating Net Sales, transfers to a Sublicensee or an Affiliate of Licensed Product under this Agreementwithout an invoice for ( i ) end use ( but not resale ) by the Sub licensee or Affiliate shall be treated as sales byLICENSEE at list price of LICENSEE, or ( ii ) resale by a Sublicensee or an Affiliate shall be treated as sales at the listprice of the Sublicensee or Affiliate