definiens: shall mean the gross amount billed or invoiced by oron behalf of Licensee, its Affiliates and its Sublicensees on sales of LicensedProducts ( whether made before or after the First Commercial Sale of the LicensedProduct ), less the following : ( a ) customary trade, quantity, or cash discountsto the extent actually allowed and taken ; ( b ) amounts repaid or credited byreason of rejection or return ; ( c ) to the extent separately stated on purchaseorders, invoices, or other documents of sale, any taxes or other governmentalcharges levied on the production, sale, transportation, delivery, or use of aLicensed Product which is paid by or on behalf of Licensee or such Sublicensee, and ( d ) amounts not actually collected, despite Licensee, its Affiliates andSublicensees taking all reasonable measures to collect same ; provided that : ( i ) In any transfers of Licensed Products betweenLicensee or a Sublicensee to an Affiliate of Licensee or such Sublicensee otherthan for resale by such Affiliate, Net Sales shall be equal to the fair marketvalue of the Licensed Products so transferred, assuming an arm 's lengthtransaction made in the ordinary course of business, after deducting the amountsreferred to in clauses ( a ), ( b ) ( c ) and ( d ) above, to the extent applicable ; and ( ii ) In the event that Licensee or a Sublicensee, or theAffiliate of Licensee or such Sublicensee, receives non - monetary considerationfor any Licensed Products or in the case of transactions not at arm 's lengthwith a non - Affiliate of Licensee or such Sublicensee, Net Sales shall becalculated based on the fair market value of such consideration or transaction, assuming an arm 's length transaction made in the ordinary course of business