definiens: shall mean th e gross invoiced sales price for all Licensed Products sold by Predix and its Af filiates to Third Parties throughout the Territory during each calendar quart er, less the following amounts incurred or paid by Predix or its Affiliate s during such calendar quarter with respect to sales of Licensed Products regardless of the calendar quarter in which such sales were made : ( a ) trade, cash and quantity discounts or rebates actually allowed or taken, including d iscounts or rebates to governmental or managed care organizations ; ( b ) credits or allowances act ually given or made for rejection of, and for uncolle ctible amounts on, or return of previously sold Licensed P roducts ( including Medicare and similar types of rebates ) ; ( c ) any charges for insurance, freight, and other transportation costs directly related to the delivery of Licensed Product to the exten t included in the gross invoiced sales price ; ( d ) any tax, tariff, duty or governmental charge levied on the sales, transfer, transpor tation or delivery of a Licensed Product ( including a ny tax such as a value added or similar tax or government charge ) borne by the seller thereof, other than franchise or income tax of any kind whatsoever ; and ( e ) any import or export duti es or their equivalent borne by the seller ; provided that : ( i ) In any transfers of Licens ed Products between Predix and an Affiliate of Predix or between an Affiliate of Predix and an Affiliate of such Affiliate, Net Sales ( subject to the deduction s listed above ) shall be equal to the higher of : ( x ) the fair market value o f the Licensed Products so transferred, assuming an arm 's length transaction m ade in the ordinary course of business and ( y ) the total amount invoiced by such Affiliate on resale to an independent third party purchaser ; and ( ii ) In the event that Predix, or an Affiliate of Predix, receives non - monetary consideration for any License d Products or in the case of transactions not at arm 's length with a non - Affilia te of Predix or its Affiliate, Net Sales ( subject to the deductions lis ted above ) shall be calculated based on the fair market value of such c onsideration or transaction, assuming an arm 's length transaction made in the or dinary course of business