definiens: means the gross amount billed or invoiced by or on behalf of Company, its Affiliates, Sublicensees and any Affiliates of such Sublicensees ( in each case, the ) or if not billed or invoiced the gross amount received by the Invoicing Entity, on sales, leases, uses or other transfers of Licensed Products, Licensed Services, Enabled Products or Enabled Services, less the following to the extent applicable with resp ect to such sales, leases or other transfers and not previously deducted from the gross invoice price : 15 ( a ) customary trade, quantity or cash discounts to the extent actually allowed and taken ; ( b ) amounts actually repaid or credited by reason o f rejection, return or recall of any previously sold, leased or otherwise transferred Licensed Products, Licensed Services, Enabled Products or Enabled Services ; ( c ) rebates granted or given ; ( d ) allowances for non -collectible receivables ; ( e ) customer fre ight charges that are paid by or on behalf of the Invoicing Entity ; 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 charge s levied directly on the production, sale, transportation, delivery or use of a Licensed Product or Enabled Product that are paid by or on behalf of the Invoicing Entity, but not including any tax levied with respect to income ; provided that : ( a ) in no event shall the aggregate amount of all deductions made pursuant to clauses ( d ) and ( e ) above in any Calendar Quarter exceed [ * * ] percent ( [ * * ] % ) of Net Sales in such Calendar Quarter ; ( b ) Net Sales shall not include ( a ) sales or other trans fers of any Licensed Product, Licensed Service, Enabled Product or Enabled Service used for clinical trials or other research, or ( b ) donations for charity or compassionate use for which an Invoicing Entity does not receive consideration ; ( c ) in any transfers of Licensed Products, Licensed Services, Enabled Products or Enabled Services between an Invoicing Entity and an Affiliate or Sublicensee of such Invoicing Entity not for the purpose of resale by such Affiliate or Sublicensee, Net Sales shall be equal to the fair market value of the Licensed Products, Licensed Services, Enabled Products or Enabled Services so transferred, assuming an arm ’s length transaction made in the ordinary course of business ; ( d ) in the event that ( i ) an Invoicin g Entity receives non -cash consideration for any Licensed Products, Licensed Services, Enabled Products or Enabled Services, ( ii ) an Invoicing Entity sells Licensed Products, Licensed Services, Enabled Products or Enabled Services in a transaction not at a rm ’s length with a non -Affiliate of an Invoicing Entity, or ( iii ) any Licensed Product, Licensed Service, Enabled Product or Enabled Service is sold by an Invoicing Entity at a discounted price that is substantially lower than the customary prices charged by such Invoicing Entity, Net Sales shall be calculated based on the fair market value of such consideration or transaction, assuming an arm ’s length transaction made in the ordinary course of business, provided that, if a Licensed Product, Licensed Servic e, Enabled Product or Enabled Service is sold under circumstances in which the discounted price is the result of market forces and not a quid pro quo for value other than the monetary consideration charged in such sale of Licensed Product, Licensed Service, Enabled Product or Enabled Service, such discounted price shall be deemed to be a customary price ; ( e ) with respect to any provision hereof requiring a calculation of fair market value, assuming an arm ’s length transaction made in the ordinary c ourse of business, Invoicing Entity may use the average price of the relevant Licensed Product, Licensed Service, Enabled Product or Enabled Service sold for cash during the relevant period in the relevant country ; and 16 ( f ) sales of Licensed Products, Licensed Services, Enabled Products or Enabled Services by an Invoicing Entity to its Affiliate or a Sublicensee for resale by such Affiliate or Sublicensee shall not be deemed Net Sales . Instead, Net Sales shall be det ermined based on the gross amount billed or invoiced by such Affiliate or Sublicensee upon resale of such Licensed Products, Licensed Services, Enabled Products or Enabled Services to any third party that is not an Affiliate or Sublicensee of the Invoicing Entity