definiens: means the gross amount charged f or Licensed Products sold by LICENSEE, Sublicensees and/or Affiliates to third parties, less the sum of ( a ) and ( b ) where applicable and if reasonable, se parately listed, ( a ) is a provision for ( i ) reasonable cash, trade, and quantity discounts or rebates other than price discounts granted at the time of the sale ( as allowed under a pplicable law ), reasonable service allowances and r easonable broker ’s or agent ’s commissions, if any, actually a llowed or paid, ( ii ) credits or allowances actually given or made for rejection or return of, previously sold pr oducts or retroactive price reductions ( including M edicaid, Medicare, government, commercial and similar types of rebates ), ( iii ) sales tax, use tax, tariff, impo rt / export duties or other excise taxes or other governmental charges levied on, attributable to or measured by t he billing amount ( excluding income, franchise, and value adde d taxes except to the extent that value added taxes have actually been paid and are not reimbursable ), as ad justed for rebates and refunds, ( iv ) transportation, freight and insurance charges actually incurred and directly re lated to the distribution of the Licensed Products ( excluding amounts reimbursed by third party customers ), ( v ) r easonable credits or allowances actually given or m ade for wastage replacement, and ( vi ) taxes paid by LICENSE E, Sublicensees and/or Affiliates to the United Sta tes Government or an instrumentality thereof under 42 U .S.C. 300 aa-1 et seq . or other similar legislation, or to a State of the United States or to a government of an y other country or portion thereof insuring against liability arising out of the manufacture, use or sale of Lice nsed Products by LICENSEE, Sublicensees and/or Affi liates ; and ( b ) is a periodic adjustment of the provision d etermined in ( a ) to reflect amounts actually incurr ed for ( i ), ( ii ), ( iii ), ( iv ), and ( v ) . A of a Licensed Product is deemed to occur upon the invoicing, or i f no invoice is issued, upon the earlier of shipment or transfer of title in the Licensed Product to a third party . Fo r purposes of calculating Net Sales, transfers to a Sublicensee o r an Affiliate of Licensed Product under this Agree ment for ( i ) end use ( but not resale ) by the Sublicensee or Affiliate shall be treated as sales by LICENSEE at list price of LICENSEE, or ( ii ) resale by a Sublicensee or an Aff iliate shall be treated as sales at the list price of the Sublicensee or Affiliate