definiens: shall mean the gross amount invoiced on the sale of the Licensed Products by Licensee and its Affiliates, and any permitted sublicensees, les s reasonable and customary deductions for ( a ) credits for returns, including withdrawals and recalls ; ( b ) sal es rebates and chargebacks ; ( c ) sales, value - added and other taxes ; ( d ) customs duties on sales made by su ch seller to the customer ; but in the case of ( a ) a nd ( b ) only to the extent accrued under applicable Uni ted States generally - accepted accounting principles as being deductions that have actually been given to a nd taken by the customer, and in the case of ( c ) an d ( d ) only to the extent separately itemized in the i nvoice to and paid by the customer ; and ( e ) governm ent rebates . If the Licensed Products is sold for consi deration other than solely cash, the fair market va lue of such other consideration shall be included in the c alculation of Net Sales, provided that transfers of Licensed Product for use in research and/or * Denotes confidential information that has been omit ted from the exhibit and filed separately, accompan ied by a confidential treatment request, with the Secur ities and Exchange Commission pursuant to Rule 24b- 2 of the Securities Exchange Act of 1934