definiens: means the gross amount billed or invoiced by or on behalf of Licensee and its Affiliates and Sublicensees ( in each case, the ) on sales of Licensed Products, less the following to the extent applicable on such sales of Licensed Products and not previously deducted from the gross invoice price : ( a ) customary trade, quantity or cash discounts, rebates, allowances and retroactive price adjustments to the extent actually allowed and taken ; ( b ) amounts actually repaid or credited by reason of rejection or, return or recall of any previously sold, leased or otherwise transferred Licensed Products ; ( c ) charge - backs and similar amounts paid to distributors and wholesalers in the ordinary course of business, ( d ) customer freight charges that are paid by or on behalf of the Invoicing Entity ; ( e ) invoiced { W288900S.3 } 2 Confidential amounts that are determined to be bad debt and ( f ) to the extent separately stated on purchase orders, invoices or other documents of sale, any sales, value added or similar taxes, custom duties or other similar governmental charges levied directly on the production, sale, transportation, delivery or use of a Licensed Product that are paid by or on behalf of the Invoicing Entity, but not including any tax levied with respect to income ; provided that ( i ) in any transfers of Licensed Products between an Invoicing Entity and an Affiliate of such Invoicing Entity not for the purpose of resale by such Affiliate, Net Sales will be equal to the fair market value of the Licensed Products so transferred, assuming an arm 's length transaction made in the ordinary course of business, and ( ii ) sales of Licensed Products by an Invoicing Entity to its Affiliate or Sublicensee for resale by such Affiliate or Sublicensee will not be deemed Net Sales