definiens: shall mean the gross amount invoiced by Licensee, or its Affiliate s and sublicensees, or any of them, on all sales of L icensed Products, less ( i ) discounts actually allow ed, ( ii ) credits for claims, allowances, retroactive pr ice reductions or returned goods, ( iii ) prepaid fre ight and ( iv ) sales taxes or other governmental charges actu ally paid in connection with sales of Licensed Prod ucts ( but excluding what are commonly known as income taxes a nd value - added taxes ) . For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor shall be generated or the Lice nsed Product shipped for delivery . Sales of Licensed Pro ducts by Licensee, or an Affiliate or sublicensee o f 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 unrelated parties shall be deemed Net S ales hereunder