definiens: shall mean the invoiced sales price per unit for each of the Licensed Products billed by a Party or its Affiliates or any distributor of either who is not an Affiliate, or, to the extent permitted in Section 3.1.2 hereof, by permitted sublicensees of [COMPANY] to independent customers, less actual ( a ) credited allowances to such independent customers f ~ r such Licensed Products which were spoiled, damaged, out - dated or returned ; ( b ) freight and insurance Costs charged to such customers ; ( c ) quantity and promotional discounts actually allowed and taken ; ( d ) sales, use, value added, and other taxes or governmental charges ( such as customs duties ) incurred in connection with the sale, exportation or importation of the Licensed Products in finished packaged form ; ( e ) charge back payments and/or rebates or other fees 8 provided to distributors, wholesalers, or other purchasers and managed health care organizations or federal, state and local governments, their agencies, purchasers and reimbursers, including reimbursements to social security organizations ; and ( f ) volume­related customer program Costs which are required by the customer and which are independent of [COMPANY] marketing initiatives . The transfer of any Licensed Product by a Party or one of its Affiliates to another Affiliate of such Party shall not be considered a sale ; in such cases, Net Sales shall be determined based on the invoiced sales price by the Affiliate to its customer, less the deductions allowed under this Section