definiens: means the actual wholesale price for seeds of the Licensed Variety received by NOBLE or aSublicensee for the sale of such seed, excluding seed forPage 24 of 41 further seed production, less any ( a ) customary trade, quantity, or cash discounts ; ( b ) amounts repaid or credited by reason ofrejection or return ; ( c ) any sales, use, tariff, customs duties, V.A.T. and/or other taxes, duties and similar governmentalassessments ( except taxes based on income ) ; and ( d ) outbound transportation, shipping, packing, costs of insurance in transitpaid by NOBLE or a Sublicensee ; subject in all cases to ( a ) to ( d ) being separately charged on customer invoices or creditnotes . Where there is no identifiable sale price or when a Licensed Variety is sold to other than bona fide, arms lengthcustomers of NOBLE or a Sublicensee, NOBLE or the Sublicensee shall be deemed to have received the Net Selling Pricecalculated based only on the final sale of the seed ( wholesale level ) to an independent third party, otherwise referred to as netwholesale price payable by dealers . If no such current price is available, a hypothetical fair market value price will bedetermined by the parties jointly in good faith for the purpose of calculating Net Selling Price