definiens: shall mean the invoiced sales price per unit for each of the Licensed Products billed by a EPIX or Schering or their respective Affiliates, or any distributor of either who is not an Affiliate, or, to the extent permitted in Section 3.1.2 of the Collaboration Agreement, by permitted sublicensees of Schering to independent customers, less actual ( a ) credited allowances to such independent customers for such Lice nsed Products which were spoiled, damaged, out -dated or returned ; ( b ) freight and insurance Costs charged to such customers ; ( c ) quantity and promotional discounts actually allowed and taken ; ( d ) sales, use, value added, and other taxes or governmental cha rges ( such as customs duties ) incurred in connection with the sale, exportation or importation of the Licensed Products in finished packaged form ; ( e ) charge back payments and/or rebates or other fees provided to distributors, wholesalers, or other purchas ers and managed health care organizations or federal, state and local governments, their agencies, purchasers and reimbursers, including reimbursements to social security organizations ; and ( f ) volume -related customer program Costs which are required by th e customer and which are independent of Schering marketing initiatives . The transfer of any Licensed Product by Schering or EPIX or one of their respective Affiliates to another of their respective Affiliates shall not be considered a sale ; in such cases, Net Sales shall be determined based on the invoiced sales price by the Affiliate to its customer, less the deductions allowed under this Section