definiens: means the gross amount actually received by Company and/or its Subsidiaries ( the ) on sales of Licensed Products following First Commercial Sale, less the following : ( a ) credits, refunds, rebates or trade, quantity, or cash discounts to th e extent actually allowed and taken ; ( b ) amounts actually repaid or credited by reason of rejection, return or recall ; ( c ) to the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental charges lev ied on the 3 production, sale, transportation, import, export, delivery, or use of a Licensed Product which is paid by or on behalf of the Invoicing Entity ; and.(d ) invoiced outbound transportation, packing and delivery charges, as well as prepaid freight ( including sh ipping insurance ) actually incurred by the Invoicing Entity, provided that : ( i ) In any transfers of Licensed Products between the Invoicing Entity and a Subsidiary of the Invoicing Entity not for the purpose of resale by such Affiliate, Net Sales shall be equal to the fair market value of the Licensed Products so transferred, a ssuming an arm ’s length transaction made in the ordinary course of business ; ( ii ) In the event that the Invoicing Entity, or the Subsidiary of the Invoicing Entity, receives consideration in the form of goods for any Licensed Products or in the case of transactions for cash not at arm ’s length with a Subsidiary of the Invoicing Entity, Net Sales shall be calculated based on the fair market value of such consideration or transaction, assuming an arm ’s length transaction made in the ordinary course of bus iness ; ( iii ) Sales of Licensed Products by an Invoicing Party to a Subsidiary of such Invoicing Entity, for resale by such Affiliate, shall not be deemed Net Sales and Net Sales shall be determined based on the total amount invoiced or billed by such S ubsidiary on resale to an independent third party purchaser ( subject to the deductions as set forth herein ) ; and ( iv ) in the event the Invoicing Entity or a Subsidiary of the Invoicing Entity receives Net Sales in the form of equity, either such portio n of such equity due to Licensor as royalties shall be issued to Licensor to the extent permitted under applicable law ( and where such shares are not publicly traded - where approved by the issuer ), or alternatively Company shall hold such shares in trust on Licensor ’s behalf in accordance with a trust agreement to be entered into in good faith by the Company and Licensor which shall ensure the full ownership and rights of Licensor as a beneficial owner of such shares