definiens: shall mean any and all amounts which [COMPANY] receives in respect of the sale of Field Products toany person or entity, provided that as to sales which are not at arm ’s length, the term shall mean thetotal amount that would have been due in an arm ’s length sale, in all cases after deduction of : ( a)sales taxes ( including value added taxes ) imposed on [COMPANY] to the extent applicable to such sale ; and ( b)credits, allowances, rebates or reimbursements, if any, actually granted or paid on account of priceadjustments, recalls, rejections or return of Field Products previously sold ; and ( c)freight and insurance charges in CIF sales, and, provided further, as to sales of Field Products by [COMPANY] to any Affiliate of [COMPANY], the term, shall mean the higher of : ( i ) ” Net Sales ”, as defined above, with respect to sales which are not at arm ’s length;and ( ii ) the total amount actually received by such Affiliate on resale to an independent third party purchaserafter the deductions specified in subparagraphs ( a ), ( b ) and ( c ) above, to the extent applicable ; 1.12