definiens: means, with respect to the Product, the gross amount invoiced by Licensee for such Product, less deductions for : ( i ) returned goods ; ( ii ) trade and quantity discounts ; ( iii ) rebates, including those in respect of any governmental subsidized program, rebate payments given to wholesalers, buying groups, healthcare insurance carriers or other institutions ; ( iv ) sales or other taxes actually paid by Licensee or its sublicensee or distributor, not including ' · PHI2012 828.2 taxes assessed on the income resuiting from such sales ; and ( v ) freight allowances, insurance and customs duties, to the extent any of the foregoing are identified on the invoice for the Product . If Product is sold for consideration other than cash, the fair market value of such other consideration shall be included in Net Sales . If a Product is sold in a package or kit containing another product which is not a Product, the Net Sales price for purposes of calculating the royalty under Section 3.2 hereof shall be calculated by multiplying the Net Sales Price of the combination product by the fraction of NA+B, where is the Net Sales Price of Product when sold separately is the Net Sales Price ofthe other product or products when sold separately . If either the Product or the other product is not sold separately, the Net Sales Price of the Product shaH be negotiated in good faith by the Parties