definiens: shall mean the gross invoice price of a Product sold by 3DP, BIOCRYST or their Affiliates ( ) to Third Parties, less, to the extent included in such invoice price, the total of : ( i ) ordinary and customary trade discounts actually allowed ; ( ii ) credits, rebates and returns ; ( iii ) freight, postage, and duties paid for and separately identified on the invoice or other documentation maintained in the ordinary course of busi ness ; and ( iv ) excise taxes, sales taxes, value added taxes, and duties actually paid and separately identified on the invoice or other documentation maintained in the ordinary course of business . Net Sales shall also include the amount or fair market valu e of all other considerations received by the Selling Party from Third Parties in respect of a Product, whether such consideration is in cash, payment in kind, exchange, or another form . Sales between or among 3DP or BIOCRYST and their respective Affiliate s or authorized licensees shall be excluded from the computation of Net Sales, except where such Affiliates or authorized licensees are end users of the Product, in which case such sales shall be deemed to have been made for cash at a price equal to the am ount that would 5 be charged to a Third Party at such time, in an arms -length transaction for a similar quantity of the Product . A of a Product is deemed to occur upon the earlier of invoicing, shipment or transfer of title in the Product to a Third Party, unless a party 's Affiliate or licensee is an end user of the Product, in which case the sale shall occur upon the transfer of the Product to the Affiliate or licensee that is the end user . In the event th at a Product is sold or distributed for use in combination with or as a component of other products, the calculation of from such combination product shall be determined ( i ) by agreement of the parties acting reasonably in good faith or ( ii ) if agreement can not be reached within six ( 6 ) months after commencement of negotiations, by arbitration in accordance with Article 10 hereof, in either case considering the relative importance and proprietary protection of the various products and components involved