definiens: shall mean, with respect to any Licensed Product, the gross invoiced sales price of such Licensed Product by [COMPANY], its Affiliates, or distributors billed to third party customers, less ( a ) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged, out - dated, rejected or returned Licensed Product ; ( b ) actual freight and insurance costs incurred in transporting such Licensed Product to such customers ; ( c ) cash, quantity and trade discounts and other price reductions ; ( d ) sales, use, value - added and other direct taxes incurred ; and ( e ) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Licensed Product . For avoidance of doubt, Net Sales shall not include sales among [COMPANY], its Affiliates and distributors for resale, provided that Net Sales shall include the amounts invoiced by [COMPANY], Affiliates or distributors, as the case may be, on the resale of such Licensed Product in arms length transactions to third party customers . Notwithstanding the foregoing, Net Sales with respect to sales through [COMPANY] Foreign Distributors taking place outside of the United States shall be the amount invoiced between [COMPANY] and [COMPANY] Foreign Distributors