definiens: means the total amount recei ved by UG or SGX or their respective Affiliates or sublicensees, as the case may be, for sales to third parties ( other than sublicensees ) in arm 's length t ransactions of Products less : ( i ) ordinary and customary prompt payment and other trade or quantity discounts actually allowed and taken ; ( ii ) credits, rebates a nd returns ( including, but not limited to, wholesaler and retailer returns ) ac tually extended and taken ; ( iii ) freight, postage and duties ( including insura nce premiums ) actually incurred ; ( iv ) excise taxes, other consumption taxe s, customs duties and compulsory payments to governmental authorities act ually paid and separately identified on the invoice or other documentation ma intained in the ordinary 3 CONFIDENTIAL course of business . A shall include any tran sfer or other disposition for consideration, and Net Sales shall include the fair market value of all other consideration received by UG or SGX or their respec tive Affiliates or sublicensees in respect of any grant of rights to m ake, use, sell or otherwise distribute Products, whether such consideration is in cash, payment in kind, exchange or other form