definiens: shall mean the gross proceeds of Sales made by Licensee or its Affiliates or its Sublicensees of Licensed Products in the Territory to a third party, less ( i ) quanti ty and/or cash discounts actually allowed or taken to the extent customary, ( ii ) customs duties, excise taxes, if any, directly related to the Sale of Licensed Products and actually paid, ( iii ) amounts allowed by reason of rejections and return of goods, ( iv ) third - part y rebates related to the Sale of Licensed Products, to the extent allowed and actually paid, and ( v ) import tax, value - added tax, and other similar sales taxes rela ted to the sale of Licensed Products to the extent customary and actually paid . The foregoing notwithstanding, i n the calculation of Net Sales no deductions or exclusions shall be made for any management fees or similar pa yments made to Licensee, or for any withholding amounts for tax purposes or any other payments made solely for the benefit of Licensee