definiens: mean the total of the gross invoice prices of Licensed Products sold or leased by LICENSEE, anySublicensee, any Affiliate, or any combination thereof, less the sum of the following actual and customary deductions whereapplicable and separately listed : cash, trade, or quantity discounts ; sales, use, tariff, import / export duties or other excise taxesimposed on sales ( except for value - added and income taxes imposed on the sales of Licensed Products in foreign countries);transportation charges ; or allowances or credits to customers because of rejections or returns . For purposes of calculating NetSales, sales or transfers to a Sublicensee or an Affiliate of Licensed Products for ( i ) end use ( but not resale ) by the Sublicensee orthe Affiliate shall be treated as sales by LICENSEE at the list price of LICENSEE in an arms - length transaction, or ( ii ) resale forend use by a Sublicensee or an Affiliate shall be treated as sales at the list price of the Sublicensee or Affiliate