definiens: shall mean the gross amount invoiced byLicensee, or sublicensees, or any of its Affiliates, on all sales of Licensed Products, LicensedProcesses and Licensed Services less ( a ) trade, cash and quantity discounts or rebates actuallyallowed or taken, including discounts or rebates to governmental or managed care organizations;(b ) credits or allowances actually given or made for rejection of or return of, previously soldLicensed Products or for retroactive price reductions ( including Medicare and similar types ofrebates ) ; ( c ) any charges for insurance, freight, and other transportation costs directly related tothe delivery of Licensed Product to the extent included in the gross invoiced sales price ; ( d ) anytax, tariff, duty or governmental charge levied on the sales, transfer, transportation or delivery of aLicensed Product ( including any tax such as a value added or similar tax or government charge)borne by the seller thereof, other than franchise or income tax of any kind whatsoever ; ( e ) anyimport or export duties or their equivalent borne by the seller . Net Sales shall include allconsideration charged by Licensee, sublicensees or its Affiliates in exchange for any LicensedProducts, Licensed Processes, and Licensed Services, including, without limitation, anymonetary payments or any other property whatsoever ; and ( f ) [ * * * ] * Confidential Information, indicated by [ * * * ], has been omitted from this filing and filed separately with theSecurities and Exchange Commission 35For purposes of determining Net Sales, a sale shall be deemed to have occurred when aninvoice therefor shall be generated or the Licensed Product is shipped for delivery, LicensedProcess is completed, or Licensed Service is provided . Sales of Licensed Products by Licensee, or sublicensee of Licensee to any Affiliate or sublicensee which is a reseller thereof shall beexcluded, and only the subsequent sale of such Licensed Products by Affiliates or sublicenseesof Licensee to unrelated parties shall be deemed Net Sales hereunder . For the avoidance ofdoubt, shall not include ( i ) transfers for product testing or control ; ( ii ) promotionaldistribution to potential purchasers ; ( iii ) distribution for research on behalf of Licensee or any of itssublicensees ; or ( iv ) any transfer made in connection with a Regulatory Approval process ; or(v ) transfer of a Licensed Product or performance of a Licensed Process or Licensed Service, byLicensee to an Affiliate or sublicensee for later resale to or use by an end customer, provided, however, that if the price invoiced by Licensee for the transfer to such Affiliate or sublicensee ishigher than the price invoiced by such Affiliate or sublicensee for the subsequent resale to or useby the end customer, the Net Sales shall be determined on the gross amount invoiced byLicensee to such Affiliate or sublicensee, and not on the gross amount invoiced by such Affiliateor sublicensee to the end consumer