definiens: shall mean the gross amount billed or invoiced by or on behalf of Licensee, its Affiliates andSublicensees ( in each case, the ) on sales, leases or other transfers of Licensed Products, less the followingto the extent applicable on such sales, leases or other transfers of Licensed Products and not previously deducted from thegross invoice price : ( a ) customary trade, quantity, and cash discounts to the extent actually allowed and taken ; ( b ) amountsactually repaid or credited by reason of rejection or return of any previously sold, leased or otherwise transferred LicensedProducts and uncollectible portions of billed or invoiced amounts with respect to any previously sold, leased or otherwisetransferred Licensed Products ; ( c ) rebates, chargebacks, retroactive price reductions, allowances and fees actually paid orcredited to customers, wholesalers, distributors, third party payors, governmental agencies, administrators and contractees withrespect to Licensed Products sold, leased or otherwise transferred ; ( d ) transportation, freight and insurance charges that arepaid by or on behalf of the Invoicing Entity ; and ( e ) to the extent separately stated on purchase orders, invoices, or otherdocuments of sale, any sales, value added or similar taxes, custom duties or other similar governmental charges levieddirectly on the production, sale, transportation, delivery, or use of a Licensed Product that are paid by or on behalf of theInvoking Entity, but not including any tax levied with respect to income ; provided that:(i ) in any transfers of Licensed Products among an Invoicing Entity, Affiliates of such Invoicing Entity andSublicensees, not for the purpose of resale by any such Affiliate or Sublicensee, Net Sales shall be equal to the fair marketvalue of the Licensed Products so transferred, assuming an arm ’s length transaction made in the ordinary course of business;and(ii ) in the event that an Invoicing Party receives non - monetary consideration for any Licensed Products or in thecase of transactions not at arm ’s length with a non - Affiliate of such Invoicing Entity that is not a Sublicensee, Net Sales shallbe calculated based on the fair market value of such consideration or transaction, assuming an arm ’s length transaction madein the ordinary course of business