definiens: means the total of the gross consideration received for Licensed Products made, used, leased, transferred, distributed, sold or otherwise disposed of by Licensee, its Affiliates, and its 1sublicensees, less the sum of the following actual and customary deductions ( net of rebates or allowances of suchdeductions received ) included on the invoice and actually paid : cash, trade, or quantity discounts ; returns ; sales oruse taxes imposed upon particular sales ; import / export duties ; and transportation charges . In the event Licensee orany of its Affiliates or sublicensees makes a transfer of a Licensed Product to a third party for other than monetaryconsideration or for less than fair market value, such transfer shall be considered a sale hereunder to be calculated ata fair market value for accounting and royalty purposes . In the event that a Licensed Product comprising a kit is soldin combination with another Licensee product, for such combination product shall be calculated by utilizingthe above definition, but substituting for gross consideration the number calculated by multiplying the grossconsideration received for the combination product by a fraction, the numerator of which is the sum of the direct costof the components and active ingredients of the Licensed Product kit and the denominator of which is the sum of thedirect cost of the components and active ingredients of ( i ) the Licensed Product kit and ( ii ) the other Licensee product