definiens: means the total of the gross invoice prices of Licensed Products sold orleased by LICENSEE, Sublicensee, Affiliate, or any combination thereof, less the sum ofthe following actual and customary deductions where applicable and separatelylisted : cash, trade, or quantity discounts ; sales, use, tariff, import / export duties or otherexcise taxes imposed on particular sales ( except for value - added and income taxesimposed on the sales of Licensed Product in foreign countries ) ; transportation charges ; orcredits to customers because of rejections or returns . For purposes of calculating NetSales, transfers to a Sublicensee or an Affiliate of Licensed Product under this Agreementfor ( i ) end use ( but not resale ) by the Sublicensee or Affiliate shall be treated as sales byLICENSEE at the invoiced price of LICENSEE in an arm - length transaction, or ( ii ) resaleby a Sublicensee or an Affiliate shall be treated as sales at the list price of theSublicensee or Affiliate, but in no event shall both ( i ) and ( ii ) be considered in cumulativefashion