definiens: shall mean the aggregate equivalent of gross sales received by Licensee, its Affiliates or sublicensees from or on account of the sale of the Products to non -affiliated third parties on which payments are due under this Agreement, less ( i ) credits or allow ances, if any, actually granted on account of cash or trade discounts, recalls, rebates, rejection or return of the Products previously sold, and ( ii ) excises, sales taxes, value added taxes, consumptio ns taxes, duties or other taxes imposed upon and paid with respect to such sales ( excluding income or franchise taxes of any kind ) . Net Sales shall not include any transfer between Licensee and any of i ts Affiliates or sublicensees for resale . No transfer of the Products for test or development purposes or as free samples shall be considered a sale -2- < PAGE > hereunder for accounting and payment purposes . Net Sales shall be determined in accordance with generally accepted accounting principles ( )