definiens: shall mean the gross amount billed or invoiced by or on behalf of BioLine and/or its Affiliates ( the ) on sales of Licensed Products ( whether made before or after the First Commercial Sale of theLicensed Product ), less the following : ( a ) customary trade, quantity, or cash discounts to the extent actually allowed andtaken ; ( b ) amounts repaid or credited by reason of rejection or return ; ( c ) to the extent separately stated on purchaseorders, invoices, or other documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, import, export, delivery, or use of a Licensed Product which is paid by or on behalf of the Invoicing Entity;(d ) payment to one or more third parties to obtain a Third Party License from such third party(ies ) in order to practice theLicensed Technology ; and ( e ) outbound transportation, packing and delivery charges, as well as prepaid freight ( includingshipping insurance ) actually incurred ; provided, however, that:(i ) In any transfers of Licensed Products between the Invoicing Entity and an Affiliate of the InvoicingEntity not for the purpose of resale by such Affiliate, Net Sales shall be equal to the fair market value of the LicensedProducts so transferred, assuming an arm ’s length transaction made in the ordinary course of business ; and(ii ) In the event that the Invoicing Entity, or the Affiliate of the Invoicing Entity, receives non - monetaryconsideration for any Licensed Products or in the case of transactions not at arm ’s length with a non - Affiliate of theInvoicing 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 business