definiens: Net Sales " shall mean the amounts received by CBT or an Affiliate or sublicensee of CBT for the Sale of Licensed Products to a Third Party purchaser, less the following deductions, to the extent that such amounts are included in the gross amounts received : ( a ) freight, packaging and insurance costs incurred in transporting the Licensed Product to customers ; ( b ) quantity, cash and other trade discounts actually allowed and taken ( other than advertising allowances ; and fees or commissions to CBT ' employees ) ; ( c ) customs duties, surcharges, sales and other taxes ( but excluding income taxes ) and other governmental charges incurred in connection with the sale, transfer, use, exportation or importation of Licensed 3 Products ; and ( d ) amounts repaid or credited by reason of returns, recalls, rejections or retroactive price reductions . Where a sale is deemed consummated by a receipt of non - cash consideration for Licensed Products, '' Net Sales '' shall be calculated based on the average Net Sales of Licensed Products during the three ( 3 ) month period immediately preceding such sale