definiens: shall mean gross sales re venues from the sale or other supply of Program Products by Guilford, its A ffiliates, sublicensees or non - Affiliated distributors to non - Affiliated Th ird Parties, less trade discounts ( including without limitation, cash disco unts, prompt payment or volume discounts, chargebacks from wholesalers, oth er allowances granted to customers or wholesalers of products and payments t o government agencies, whether in cash or trade, rebates, retroactive pric e reductions or allowances actually allowed or granted from the bil led amount ), credits or allowances actually granted upon claims, rejections or returns of Program Products ( including pursuant to recalls ), and sales, value - added and other taxes actually paid based on sales price ( when incl uded in gross sales ), but not including taxes when assessed on income der ived from such sales . In order to insure ProQuest the full royalty payments contemplated hereunder, Guilford agrees that in the event any Program Produ ct is sold or otherwise transferred to an Affiliate or a sublicensee, or to a corporation, firm or association with which Guilford has an arrangement which could result in an artificial reduction in the price paid by such part y to Guilford for an Program Product ( e.g., such purchaser has an option to purchase Guilford 's stock, or has actual ownership of Guilford stock, o r an arrangement with Guilford involving division of profits or special r ebates or allowances respecting such Program Product ) ( collectively, ), the royalties to be paid hereunder for such Program Product shall be based upon the greater of : ( 1 ) the net selling price at w hich such Affiliated Purchaser resells such Program Product to the end - u ser ; ( 2 ) the fair market value of the Program Product being sold at that lev el of distribution ; or ( 3 ) the net price paid by such Affiliated Purchaser for Program Product