definiens: means the gross amount invoiced for a Commercial Sale of a LicensedProduct minus ( i ) all trade, quantity, and cash discounts actually allowed, ( ii ) all credits and allowances actuallygranted due to rejections, returns, billing errors, and retroactive price reductions, ( iii ) applicable tariffs and duties, ( iv)applicable excise, sale and use taxes, and ( v ) transportation and transportation insurance, packaging ( for shippingpurposes only ) and freight charges . Notwithstanding any provision of this Agreement to the contrary, if the Licensee ora Sublicensee sells, leases, transfers or otherwise disposes of a Licensed Product to an Affiliate, the for such transaction shall equal ( a ) the amount the Licensee or the Sublicensee, as the case may be, generally charges non - Affiliate third parties a similar transaction for the Licensed Product or ( b ) if the Licensee or theSublicensee does not offer to sell the Licensed Product to the public, the amount charged by the Licensee or theSublicensee for a product of similar kind, quality, and quantity . In the event that a Licensed Product is sold incombination with another product, Net Sales Amount, for purposes of calculating royalty payments on the combinationproduct, shall be calculated by multiplying the Net Sales Amount on sale of that combination product by the fractionA / B, where A is the gross selling price of the Licensed Product sold separately and B is the gross selling price of thecombination product ; provided, however, that in no event shall the Net Sales Amount attributed to the LicensedProduct in such combination product be less than the Net Sales Amount of such Licensed Product sold separately . Inthe event that no such separate sales are made by Licensee ( or a Sublicensee ), Net Sales Amount for royaltydetermination shall be calculated by multiplying Net Sales Amount of the combination by the fraction C/(C+D ) where Cis the fully allocated cost of the Licensed Product and D is the fully allocated cost of other components, suchstandard costs being determined using Licensee ’s ( or Sublicensee ’s, as applicable, ) standard accounting procedures