definiens: means the actual wholesale price for seeds of the LICENSED VARIETY received by CERESor any AFFILIATED COMPANY for the sale of such seed, excluding seed for further seed production, less any ( a ) customarytrade, quantity, or cash discounts ; ( b ) amounts repaid or credited by reason of rejection or return ; ( c ) any sales, use, tariff, customs duties, V.A.T. and/or other taxes, duties and similar governmental assessments ( except taxes based on income ) ; and(d ) outbound transportation, shipping, packing, costs of insurance in transit paid by CERES or an AFFILIATED COMPANY;subject in all cases to ( a ) to ( d ) being separately charged on customer invoices or credit notes . Where there is no identifiablesale price or when a LICENSED VARIETY is sold to other than bona fide, arms length customers of CERES or anyAFFILIATED COMPANY, CERES or the AFFILIATED COMPANY shall be deemed to have received the NET SELLINGPRICE calculated based only on the final sale of the seed ( wholesale level ) to an independent third party, otherwise referred toas net wholesale price payable by dealers . If no such current price is available, a hypothetical fair market value price will bedetermined by the parties jointly in good faith for the purpose of calculating NET SELLING PRICE