definiens: shall mean the gross amount invoiced by or on beha lf of Licensee, its Affiliates and Sublicensees ( in each case, the ) on sales, leases or other transfers of Licensed Pr oducts, less the following to the extent applicable on such sale s, leases or other transfers of Licensed Products a nd not previously deducted from the gross invoice price : ( a ) customary trade, quantity or cash discounts to t he extent actually allowed and taken ; ( b ) amounts actually re paid or credited by reason of rejection or return o f any previously sold, leased or otherwise transferred Li censed Products ; ( c ) customer freight charges that are paid by or on behalf of the Invoicing Entity ; and ( d ) to th e extent separately stated on purchase orders, invo ices or other documents of sale, any sales, value added or simila r taxes, custom duties or other similar governmenta l charges levied directly on the production, sale, transporta tion, delivery or use of a Licensed Product that ar e paid by or on behalf of the Invoicing Entity, but not including a ny tax levied with respect to income ; provided that : 1.14.1 in the event that an Invoicing Entity receives non - cash consideration for any Licensed Products or in the case of transactions not at arm ’ s length with a non - Affiliate of Invoicing Entity, Net Sales shall be calculated based on the fair market value of suc h consideration or transaction, assuming an arm ’s l ength transaction made in the ordinary course of business ; and 1.14.2 sales of Licensed Products by an Invoicing Enti ty to its Affiliate or Sublicensee for resale by such Affiliate or Sublicensee shall not b e deemed Net Sales . Instead, Net Sales shall be det ermined based on the gross amount invoiced by such Affiliate or S ublicensee on resale of Licensed Products to a thir d party purchaser