definiens: — shall mean the total amount invoiced by the Company and the totalamount invoiced by each Sublicensee ( and, subject to clause7.4.4.6 below, each Further Sublicensee ( as hereinafter defined))in connection with the sale of Products ( for the removal of doubt, whether such sales are made before or after the First CommercialSale of any Product in any country ) ; provided that, with respect tosales which are not at arms - length and/or are not in the ordinarycourse of business and/or are not according to then current marketconditions for such a sale, the term shall mean thetotal amount that would have been due in an arms - length salemade in the ordinary course of business and according to the thencurrent market conditions for such sale or, in the absence of suchcurrent market conditions, according to market conditions for - 6 - sale of products similar to the Products, in all cases after deductionof : ( i ) sales taxes ( including value added taxes ) or customs dutiesto the extent applicable to such sale and included in theinvoice in respect of such sale ; ( ii ) credits or allowances, if any, actually granted on account ofprice adjustments, recalls, rejections or returns of Productspreviously sold ; ( iii ) freight and insurance charges to the extent such items areapplicable to such sale and are separately itemised oninvoices ; and ( iv ) bad debts ( as determined in accordance with relevant GAAPrules ) deriving from Net Sales in respect of which royaltieswere paid by the Company pursuant hereunder ; and provided further that, with respect to sales by the Companyand / or a Sublicensee and/or a Further Sublicensee, as applicable, to any Affiliated Entity of the Company or of such Sublicensee orFurther Sublicensee, as the case may be, the term, shall mean the higher of ( but for the avoidance of doubt, not bothof ): ( a ), as defined above, with respect to sales whichare not at arms - length and/or in the ordinary course of businessand / or according to current market conditions ; and ( b ) the totalamount invoiced by such Affiliated Entity on resale to anindependent third party purchaser after the - 7 - deductions specified in subparagraphs ( i ) and ( ii ) above, to theextent applicable ; 1.2.10