definiens: as defined in Clause 1.1 of the Licence Agreement is hereby amended and restated as follows : “ Net Sales Value means in respect of the Licensed Products after th eir First Commercial Sale : a ) the gross amount received by the Licensee or its Affiliates or Sub - licensees in arm ’s length sales of Licensed Products for cash consideration ; and/ or b ) where the sale is not at arm ’s length and/ or is for or includes a non - cash consideration, or i f Licensed Products used or subject to Clause 6.10 disposed of for free by the Licensee or its Affiliates the relevant open market price for the Licensed Product in the country or territory in which the sale, use or disposal takes place or if the relevant open mar ket price is not ascertainable, a reasonable price, assessed on an arm ’s length basis therefor, after deduction of all documented : i ) normal trade discounts ( including early payment discounts ) actually granted and any credits actually given for rejected or returned Licensed Products ; ii ) costs of packaging, insurance, carriage and fre ight, provided in each case that the amounts are separately charged to the purchaser on the relevant invoice ; iii ) value added tax or other sales tax ; and iv ) import duties or similar applicable government levies charged to the purchaser on the relevant invoice