definiens: shall mean the aggregate gross revenues, whether i n cash or in kind, derived by or payable from or on account of the sale of Licensed Products by ELAN, its Affiliates and its sublicense es to an independent third party not an Affiliate or sublice nsee of either ELAN or ELAN ’s sublicensee, less amo unts actually incurred or provided for ( a ) credits, allo wances, discounts or rebates, if any, granted on ac count of price adjustments, recalls, rejection or return of items previously sold, ( b ) excise and sales taxes, duties or other taxes imposed on and paid with respect to such sales ( exc luding income or franchise taxes of any kind ) and ( c ) outer packing, freight and freight insurance costs . If EL AN or any of its Affiliates or sublicensees receive any consideration ( whether in cash or otherwise ) in lie u of all or part of any royalties otherwise payable for any Licensed Product sold or otherwise transferred to a n independent third party not an Affiliate of the s eller or transferor, the fair market value of such considera tion on the date of such transfer as known to ELAN, or as reasonably estimated by ELAN if unknown, shall be i ncluded in the definition of Net Sales . For purpose s of the foregoing sentence, consideration paid to [COMPANY] from its Affiliates or sublicensees in the form of fees, milestones, collaboration payments or supply payments shall not be deemed consideration in lieu of royalties ( i.e., not part of Net Sales ) hereunder if such consideration is not i ntended to and does not result in a reduction, cred it, allowance, rebate or other offset against payment of any royal ties otherwise payable for any Licensed Product sol d or otherwise transferred to an independent third party