definiens: means the greater of the total amount invoiced or received upon Sales of Licensed Products by Luna and its Affiliates to non - Affiliate third parties in arms - length transact ions, less the following reasonable and customary deductions if ch arged separately on the invoice and paid by the cus tomer : ( i ) rebates, refunds and credits ( including amounts repaid by reason of returns, billing errors, retro active price adjustments and the like ), and cash and trade disco unts, in each case to the extent actually given ; an d ( ii ) insurance, transportation and other delivery c harges paid by the seller, and ( iii ) sales taxes, d uties and other governmental charges ( including value added tax ), b ut excluding what is commonly known as income taxes . Net Revenues shall not include amounts invoiced or rece ived on Sales of Licensed Products among Luna and i ts Affiliates for resale, provided that in such case, Net Revenues shall include the amounts invoiced or received on subsequent re - Sales of such Licensed Products to no n - Affiliate third parties in arms - length transactio ns . If any Licensed Products are Sold in whole or in part in e xchange for consideration other than cash, Net Reve nues shall include the fair market value of such Licensed Prod ucts . Further, if Licensed Products are Sold for le ss than their fair market value ( for example, as part of of products or as a ), such Licensed Products shall be considered for Royalty purposes to have be en Sold at Licensee ’s or its 4 Affiliate ’s ( as applicable ) average, bona fide list price for such Licensed Product to end - user custom ers over the 12 - month period immediately preceding such Sale ( su ch average to be weighted to account for the number of such Licensed Product units Sold while each list pr ice was in effect during such 12 - month period )