definiens: means the total of the gross mvoice prices of Lice~ ProdUcts sold by LICENSEE . its Sublicensee, an Affiliate, or any combination thereof, Jess the sum of the following actual and customary deductions where applicable and . separately listed : cash . trade . or quanti~ disCounts ; sales, use, tariff, import / export duties or other excise taxes imposed 00 particular sales ( except for value - added and income taxes imposed on the sales of Licensed Products in foreign countries ) ; transportation charges ; or credits to customers because of rejections or · retutns . For··purposes of calculating Net & lest · transfers to a Sublicensee or an AffIliate of Licensed Product undertbis Agreement.for:(i ) end use ( but not resale ) by the Sublicensee or Affiliate sball be treated as sales by UCBNSEB at list price of UCENSEB . or ( n ) resale by a Sublicensee or an Affiliate shaU'6e treated as sales at the list price of the Sublicensee orAffiliaie