definiens: shall mean the gross amount billed or invoiced by or onbehalf of Licensee, its Affiliates and its Sublicensees on sales of Products(whether made before or after the First Commercial Sale of the Product ), lessthe following : ( a ) customary trade, quantity, or cash discounts to the extentactually allowed and taken ; ( b ) amounts repaid or credited by reason ofrejection or return ; and ( c ) to the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental chargeslevied on the production, sale, transportation, delivery, or use of a Productwhich is paid by or on behalf of Licensee or such Sublicensee ; provided that : ( i ) In any transfers of Products between Licensee or a Sublicenseeto an Affiliate of Licensee or such Sublicensee, Net Sales shall be equal to thehigher of : ( x ) the fair market value of the Products so transferred, assuming anarm 's length transaction made in the ordinary course of business and ( y ) thetotal amount invoiced by such Affiliate on resale to an independent third partypurchaser, in each case, after deducting the amounts referred to in clauses ( a),(b ) and ( c ) above, to the extent applicable ; and 2 < PAGE > ( ii ) In the event that Licensee or a Sublicensee, or the Affiliateof Licensee or such Sublicensee, receives non - monetary consideration for anyProducts or in the case of transactions not at arm 's length with a non - Affiliateof Licensee or such Sublicensee, Net Sales shall be calculated based on the fairmarket value of such consideration or transaction, assuming an arm 's lengthtransaction made in the ordinary course of business