definiens: means the gross amounts paid to Ph armasset, any of its Affiliates and/or any of its sublicensees or its Affiliates ’ sublicensees on acc ount of Sales of Licensed Products to Third Parties ( including without limitation Third Party distributors and who lesalers ), less the total of : a ) customary trade, q uantity and cash discounts, rebates, charge backs and retroacti ve price reductions actually allowed and taken ; b ) credits actually given for rejected or returned Licensed Pr oducts ; c ) freight and insurance costs, if separate ly itemized on the invoice paid by the customer ; and d ) excise tax es and customs duties included in the invoiced amou nt . Where a Sale is deemed consummated by disposition of Lice nsed Products for other than a selling price stated in cash, the term shall be determined by using t he average gross selling price billed by [COMPANY], any of its Affiliates and/or any of its sublicensees or its Af filiates ’ sublicensees in consideration of Sales of comparable Licensed Products during the three ( 3 ) month period immediately preceding such Sale, and deducting est imated average amounts as described in clauses ( a ) – ( d ) . If no Sales of Licensed Products have occurred in t he preceding three ( 3 ) months, then the parties shall, in good faith, negotiate the cash value of such Sa le for purposes of this provision . In the event that the p arties can not agree on the Net Sales for such purpo se within thirty ( 30 ) days of beginning such negotiations, it shall be determined by a mutually agreeable qualif ied appraiser