definiens: means the total of the gross invoice prices of Licensed Products sold or leased by LICENSEE, Sublicensee, Affiliate or any combination thereof, less the sum of the following actual and customary deductions where applicableand separately listed : cash, trade, or quantity discounts ; sales, use, tariff, import / export duties or other excise taxesimposed on particular sales ( except for value - added and income taxes imposed on the sales of Licensed Product inforeign countries ) ; transportation charges ; or credits to customers because of rejections or returns . For purposes ofcalculating Net Sales, ( i ) transfers of Licensed Products to a Sublicensee of Licensed Product under this Agreement forend use ( but not resale ) by the Sublicensee shall be treated as sales by LICENSEE at the list price of LICENSEE in anarm - length transaction, or ( ii ) transfers of Licensed Products to an Affiliate for resale by the Affiliate shall be treated assales at [ * Certain information has been omitted under a request for confidential treatment, and the omitted informationhas been filed with the Commission ], in each case subject to the deductions described in the first sentence of thisparagraph