definiens: shall mean gross proceeds measured in Dollars as o f the date of sale resulting from the invoice price less ( a ) usual trade and/or cash disc ounts actually allowed or taken ; ( b ) forwarding expenses, freight, postage and duties actually paid or allowed and t axes imposed directly on licensee for sales, all if separately identified in the invoice ; and ( c ) credits for goods actually returned . No deductions shall be made for commissions paid or fo r the cost of collections . For Licensed Products sold or otherwise transferred other than for money, shall be calculated based upon the of the Licensed Product determined in an arm’s - length transaction . Net Sales shall be calculated on the price from [COMPANY], a licensee, a sublicensee, or their Affiliates to the first pur chaser who is not a licensee, a sublicensee or Affiliate a nd not on sales between or among licensees, sublicensees, or their Affiliates