definiens: means, with respect to any Licensed Product, the gross sales price of such Licensed Product invoiced by Licensee, its Aﬃliate and/or its Sub - Licensee to customers who are not Aﬃliates ( or are Aﬃliates but are the end users of such Licensed Product)less, to the extent actually paid or accrued by Licensee, its Aﬃliate and/or its Sub - Licensee ( as applicable ), ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers for nonconforming, damaged, out - dated and returnedLicensed Product ; ( b ) freight and insurance costs ; ( c ) cash, quantity and trade discounts, rebates and other price reductions for suchLicensed Product given to such customers under price reduction programs ; ( d ) sales, use, value - added and other direct taxes incurredon the sale of such Licensed Product to such customers ; ( e ) customs duties, tariﬀs, surcharges and other governmental chargesincurred in exporting or importing such Licensed Product to such customers ; ( f ) sales commissions incurred on the sale of suchLicensed Product to such customers ; and ( g ) an allowance for uncollectible or bad debts determined in accordance with generallyaccepted accounting principles . For avoidance of doubt, any consideration or royalties received from Sub - Licensee(s ) are excluded . If aLicensed Product consists of components that are covered by valid claim of a Prospective Patent within the Invention ( a ) and components that are not covered by a Valid Claim ( ), then Net Sales for such LicensedProducts shall be multiplied by the fraction A/(A+B ), where A is the value of the Covered Component(s ) as reasonably determined byLicensee, and 8 is the value of the Other Component(s ) as reasonably determined by Licensee, and such resulting amount shall be the for purposes of the Royalties and Sub - License Royalties calculations in Clauses 5.1.2 and 5.3.1, respectively, for suchLicensed Product