definiens: shall mean the aggregate invoice price ofall Licensed Products sold by [COMPANY] or its Affiliates or sublicensees in theLicensed Territory within the Licensed Field, less the following discounts andoffsets related thereto : tariffs, import or export duties, excise, value - addedand sales taxes, where such tariffs, duties or taxes are separately stated aspart of the sales price ; customary trade, quantity and cash discounts actuallygiven ; rebates and adjustments required by governmental entities and madepursuant to governmental or private third - party health or medical insuranceprograms ; transportation, packaging, handling and freight charges where such areseparately stated as part of the sales price ; and allowances or credits forreturns or rejections . In the event of a sale of a Licensed Product by [COMPANY] toan Affiliate of [COMPANY], and the subsequent resale of such Licensed Product bysuch Affiliate, Net Sales shall be computed on the basis of such subsequentresale . In the event that any Licensed Product is sold as a component of anotherproduct, shall mean the portion of such other product 's invoiceprice that is allocable to the Licensed Product based on the ratio of theinvoice price of the Licensed Product when sold separately to the invoice priceof such other product, or, in the absence of the invoice price of either theLicensed Product or such other product, on the ratio of the cost of the LicensedProduct to the total cost of such other product