definiens: means the gross amount billed or invoiced by or on behalf of Licensee or its Sublicensees ( in each case, the ) on sales, leases or other transfers of Products, l ess the following to the extent applicable with respect to such sales, leases or other transfers and not previ ously deducted from the gross invoice price : ( a ) customar y trade, quantity or cash discounts to the extent a ctually allowed and taken ; ( b ) amounts actually repaid or c redited by reason of rejection or return of any pre viously sold, leased or otherwise transferred Products ; ( c ) customer freight, shipping, transportation, delive ry, packaging and/or cost of insurance prepaid charges that are p aid or actually allowed by or on behalf of the Invo icing Entity ; and ( d ) to the extent separately stated on purchase orders, invoices or other documents of sale, any s ales, use, value added or similar taxes, tariffs, custom dutie s or other similar governmental charges levied dire ctly on the production, sale, transportation, delivery or use o f a Product that are paid by or on behalf of the In voicing Entity, but not including any tax levied with respect to in come ; provided that : 1.11.1 . in any transfers of Products between an Invoicing E ntity and an Affiliate of such Invoicing Entity not for the purpose of resale by such Affili ate, Net Sales will be equal to the fair market val ue of the Products so transferred, assuming an arm ’s length t ransaction made in the ordinary course of business, and 1.11.2 . in the event that an Invoicing Entity receives non- cash consideration for any Products or in the case of transactions not at arm ’s length with a non - Affiliate of an Invoicing Entity, Net Sales wi ll be calculated based on the fair market value of such c onsideration or transaction, assuming an arm ’s leng th transaction made in the ordinary course of business ; 1.11.3 . sales of Products to Public Sector entities in Non- Suit Countries for end use solely in Non - Suit Countries will not be deemed Net Sales ; and 1.11.4 . sales of Products by an Invoicing Entity to its Aff iliate or a Sublicensee for resale by such Affiliate or Sublicensee will not be deemed Net Sal es . Instead, Net Sales will be determined based on the gross amount billed or invoiced by such Affiliate or Subl icensee upon resale of such Products to a third par ty purchaser