definiens: shall mean the gross amount invoiced by Licensee, or sublicensee, or any of them onall sales of Licensed Products, Licensed Processes and Licensed Services less ( a ) discounts, chargebacks and rebates actuallyallowed, whether in cash or trade ; ( b ) credits for claims, allowances, retroactive price reductions or returned goods;(c ) prepaid freight and insurance ; and ( d ) sales taxes or other governmental charges actually paid in connection with sales ofLicensed Products ( but excluding what are commonly known as income taxes and value - added taxes ) . Net Sales shall includeall consideration charged by Licensee or sublicensees in exchange for any Licensed Products, Licensed Processes, or LicensedServices, including without limitation any monetary payments or any other property whatsoever . For purposes of determiningNet Sales, a sale shall be deemed to have occurred when an invoice therefore shall be generated or the Licensed Productshipped for delivery, Licensed Process, completed, or Licensed Service provided . Sales of Licensed Products by Licensee toany Affiliate or sublicensee which is a reseller thereof shall be excluded, and only the subsequent sale of such LicensedProducts by Affiliates or sublicensees of Licensee to unrelated parties shall be deemed to generate Net Sales hereunder