definiens: shall mean the gross amount invoiced and collected by or on behalf of the Company, its Affiliates andSublicensees ( in each case, the ) on sales of Products ( whether made before or after the FirstCommercial Sale of the Product ), less the following : ( a ) customary trade, quantity, or cash discounts to the extentactually allowed and taken ; ( b ) amounts repaid or credited by reason of rejection or return ; ( c ) to the extent separatelystated in the invoices, all taxes or other governmental charges levied on the production, sale, transportation, delivery, oruse of a Product which is paid by the Invoicing Entity ; ( d ) 50 % of any commissions paid to third parties for generation ofsales, provided that the royalty payable to [COMPANY] shall not, in any event, be reduced to less than 50 % of the royalty ratesspecified in Section 7.1 ( all agreements and documents relating thereto shall be provided to [COMPANY] ) ; ( e ) to the extentseparately stated in the invoices, reasonable freight, insurance and handling charges, and ( f ) any government mandatedrebates, if any, provided that:(i ) In any transfers of Products between an Invoicing Entity and an Affiliate of such Invoicing Entity notfor the purpose of resale by such Affiliate, Net Sales shall be equal to the higher of ( i ) the fair market value of theProducts so transferred, assuming an arm ’s length transaction made in the ordinary course of business ; and ( ii ) theactual transfer price ; and(ii ) In the event that an Invoicing Entity receives non - monetary consideration for any Products or in thecase of transactions not at arm ’s length between an Invoicing Entity and a non - Affiliate of the Invoicing Entity, Net Salesshall be calculated based on the fair market value of such consideration or transaction, assuming an arm ’s lengthtransaction made in the ordinary course of business as reasonably determined by the Company ; and(iii ) Sales of Products by an Invoicing Entity to an Affiliate of such Invoicing Entity for resale bysuch Affiliate shall not be deemed Net Sales and Net Sales shall be determined based on Net Sales invoiced by suchAffiliate on resale