definiens: means the total amount invoiced to non - Affiliate third parties on sales of TZP Products by Dynavax, Dynavax 's Partners, and the Affiliates and sublicensees of each, less the following reasonable and customary deductions allowed to the buyer against the invoiced amount : ( i ) trade, cash and quantity discounts ; ( ii ) amounts for claims, allowances or credits for returns ; and ( iii ) prepaid freight, sales taxes, dutie s and other governmental charges ( including value added tax ) on particular sales, but excluding what is commonly known as income taxes, in each case if charged separately on the invoice and paid by the customer . For the removal of doubt, Net Sales shall no t include sales to Dynavax, Dynavax 's Partners, and the Affiliates and sublicensees of each for resale ; however, sales to such entities shall be treated as Net Sales at list price . A shall also include a transfer or other disposition for consideration other than cash, in which case such consideration shall be valued at the fair market value thereof