definiens: shall mean the gross amount invoiced by Licensee, or Sublicensees, or any ofthem, on all sales of Licensed Products, less ( a ) discounts actually given ; ( b ) credits for claims, allowances, retroactive pricereductions or returned goods ; ( c ) prepaid freight ; and ( d ) sales taxes or other governmental charges actually paid inconnection with sales of Licensed Products ( but excluding what are commonly known as income taxes and value - addedtaxes ) . Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or any other property whatsoever . For purposes of determining NetSales, a sale shall be deemed to have occurred when an invoice therefore shall be generated or the Licensed Product shippedfor delivery . Sales of Licensed Products by Licensee to any Affiliate or Sublicensee or by any Sublicensee to an Affiliate orother Sublicensee which is a reseller thereof shall be excluded from calculating Net Sales, and only the subsequent sale ofsuch Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder