definiens: means the gross invoiced price for Licensed Products sold by [COMPANY], its Affiliates or sublicensees to a Third Party less : ( a ) documented customary trade, quantity and cash discounts actually given ; ( b ) returns, rebates, credits and allowances actually granted ; ( c ) shipping, transportation, and insurance, if charged separately ; ( d ) taxes or other governmental charges ( value - added taxes ) imposed on such sale and actually paid ; ( e ) royalties paid to any Third Party for intellectual property reasonably deemed necessary by [COMPANY] for the manufacture, sale or use of Licensed Products ; and ( f ) documented, actual Manufacturing Cost of the manufacture of the Licensed Products sold, if manufactured by [COMPANY], its Affiliates or sublicensees or the amounts paid to a Third Party manufacturer if manufactured by a Third Party . Gross Profits accrue upon receipt of payment for the invoiced amount . Any amounts received on account of transfers of Licensed Product between [COMPANY], its Affiliates or sublicensees will be excluded from the calculation of Gross Profits, and Gross Profits will be calculated based on the final sale of such Licensed Products by [COMPANY], its Affiliates or sublicensees to any Third Party unless such Affiliate or sublicense is the end user, in which case, Gross Profits shall accrue on transfer to such Affiliate or sublicensee at the then - current fair market value