definiens: shall mean the gross amount r eceived by Licensee upon payment of invoice, or its Affiliates and sublicensees, or any of them, on all sales of Licensed Products, less ( i ) discounts actually allowed, ( ii ) credits for claims, allowances, retroactive price reductions or returned goods, ( iii ) prepaid freight and ( iv ) sales taxes or other governmental charges actually paid in connection with sales of Licensed Products ( but excluding what are commonly known as income taxes and value -added taxes ) . For purposes of determining Net Sales, a sal e shall be deemed to have occurred when an invoice therefor shall be generated and payment received by Licensee, or its Affiliates and Sublicensees or any of them . Sales of Licensed Products by Licensee, or an Affiliate or sublicensee of Licensee to any Affiliate or sublicensee which is a reseller thereof shall be excluded, and only the subsequent sale of such Licensed Products by Affiliates or sublicensees of Licensee to unrelated parties shall be deemed Net Sales hereunder