definiens: means the actual wholesale price for seeds of the LICENSED VARIETY received by CERESor any AFFILIATED COMPANY from a third party for the sale of such seed, excluding seed for further seed production, lessany ( a ) customary trade, quantity, or cash discounts ; ( b ) amounts repaid or credited by reason of rejection or return ; ( c ) anysales, use, tariff, customs duties, V.A.T. and/or other taxes, duties and similar governmental assessments ( except taxes based onincome ) ; and ( d ) outbound transportation, shipping, packing, costs of insurance in transit paid by CERES or an AFFILIATEDCOMPANY ; subject in all cases to ( a ) to ( d ) being separately charged on customer invoices or credit notes . Where there is noidentifiable sale price or when a LICENSED VARIETY is sold to other than bona fide, arms length customers of CERES orany AFFILIATEDPage 2 of 38 COMPANY, CERES or the AFFILIATED COMPANY shall be deemed to have received the NET SELLING PRICE calculatedbased only on the final sale of the seed ( wholesale level ) to an independent third party, otherwise referred to as net wholesaleprice payable by dealers . If no such current price is available, a hypothetical fair market value price will be determined by theparties jointly in good faith for the purpose of calculating NET SELLING PRICE