definiens: means the total of the gross amount invoiced or otherwise charged ( whether consisting of cash or anyother forms of consideration ) for the Final Sale of Licensed Products, Licensed Methods or Licensed Services by Licensee orby any Affiliate or Joint Venture to Customers, less the following deductions ( to the extent included in and not alreadydeducted from the gross amount invoiced or otherwise charged ): ( a ) cash, trade or quantity discounts actually granted toCustomers ; ( b ) sales, use, tariff, import / export duties or other excise taxes imposed on particular sales ( excepting value addedtaxes or income taxes ) ; ( c ) transportation charges, including insurance to the extent actually paid by the Customer ; andallowances or credits to Customers because of rejections or returns . Where a Final Sale is made by Licensee to any Affiliate, Joint Venture or Sublicensee, or by any Affiliate or Joint Venture to Licensee, then Net Sales shall be based on the grossamount normally invoiced or otherwise charged to other Customers in an arms length transaction for such Licensed Productsor Licensed Services . If a Licensed Product is sold as part of a unit, system, package or combination of products or activeingredients ( a ), the Net Sales for purposes of calculating the royalty shall be calculated by multiplyingthe net sales of the Combination Product by the fraction A / B where is the Net Sales of the Licensed Product when soldseparately and is the Net Sales of the Combination Product . If the foregoing calculation can not be made because either ( x)the Licensed Product or the other product(s ) or active ingredients in the Combination Product are not sold separately or ( y)such separate market prices are not established, the Net Sales of such Combination Product shall be negotiated in good faithby the Regents and Licensee