definiens: shall mean the gross amount billed or invoiced by or on behalf of BioLine and/or its Affiliates ( the ) on sales of Licensed Products, less the following : ( a ) customary trade, quantity, or cash discountsto the extent actually allowed and taken ; ( b ) amounts repaid or credited by reason of rejection or return ; ( c ) to the extentseparately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental chargeslevied on the production, sale, transportation, import, export, delivery, or use of a Licensed Product which is paid by oron behalf of the Invoicing Entity ; ( d ) outbound transportation, packing and delivery charges, as well as prepaid freight(including shipping insurance ) actually incurred ; and ( e ) payments to one or more third parties to obtain a Third PartyLicense from such third party(ies ) in order to practice the Licensed Technology ; provided however, that : ( i ) in any transfers of Licensed Products between the Invoicing Entity and an Affiliate of the Invoicing Entity, Net Salesshall be equal to the higher of . ( x ) the fair market value of the Licensed Products so transferred, assuming an arm'slength transaction made in the ordinary course of business, and ( y ) the total amount invoiced by such Affiliate on resaleto an independent third party purchaser, in each case, after deducting the amounts referred to in clauses ( a ) through ( d)above, to the extent applicable ; ( ii ) In the event that the Invoicing Entity, or the Affiliate of the Invoicing Entity, receives non - monetary consideration forany Licensed Products or in the case of transactions not at arm 's length with a non - Affiliate of the Invoicing Entity, NetSales shall be calculated based on the fair market value of such consideration or transaction . assuming an arm 's lengthtransaction made in the ordinary course of business ; and Page 3 of 28 ( iii ) In the event a Licensed Product is sold by BioLine, an Affiliate of BioLine in the form of a CombinationProduct, Net Sales from such Combination Product, for purposes of determining BioLine Royalty Payments, shall bedetermined by multiplying the actual Net Sales of such Combination Product during the applicable royalty reportingperiod, by the fraction A/(A+B ) where : A is the average sale price of the Licensed Product contained in the CombinationProduct when sold separately by BioLine or its Affiliate or its sublicense ; and B is the average price of the otherAdditional Ingredients included in the Combination Product when sold separately by its supplier, in each case during theapplicable royalty reporting period or if sales of both the Licensed Product and/or other Additional Ingredients did notoccur in such period, then in the most recent royalty reporting period in which sales of both occurred . In the event thatsuch average sale price can not be determined for both the Licensed Product and all other Additional Ingredients includedin the Combination Product, Net Sales for the purpose of determining BioLine Royalty Payments shall be calculated bymultiplying the Net Sales of the Combination Products by the fraction of C / C+D where C is the fair market value of theLicensed Product and D is the fair market value of all other Additional Ingredients included in the Combination Product