definiens: means ( I ) with respect to sales by a Party, or an Affiliate of a Party ; to non­affiliated third party purchasers, the actual amount of gross sales of Licensed Product(s ) to a third party, less : trade, cash and quantity discounts granted at the time invoiced, if any, actually allowed, amounts refunded for faulty or defective product, returns, rejections, freight, insurance and other transportation costs ( except income taxes ), tariffs, duties and similar governmental charges paid, to the extent included in gross sales price, ( 2 ) with respect to sales by a Party made to any Affiliate or to any person, firm or corporation enjoying a special course of dealing with a Party, the Net Sales will be determined based on the first resale in a bona fide arms - length transaction of Licensed Product(s ) by such Affiliate, person, firm or corporation to third parties, and ( 3 ) with respect to Licensed Product(s ) which are used by a Party, or an Affiliate of a Party, to supply services or information to a third party for commercial purposes, or are otherwise disposed of, the Net Sales will be determined as if such Licensed Product(s ) had been sold at the average Net Sales for such Licensed Product(s ) during the past one hundred and twenty days prior to the supply of such services or information