definiens: shall mean ( a)the gross sales price invoiced for sales, leases or other transfers of Products by theCompany, an Affiliate or Sublicensee to a third party who will be an end user of theProducts ; or ( b)the fair market value of non - monetary consideration received in connection with suchsales, leases or transfers ; after deduction of : ( i ) all commercially reasonable trade, quantity, or cash discounts and creditsby reason of rejection, return, price adjustment, rebates, recalls and unaffiliated third partyagents ' commissions ; ( ii ) commercially reasonable quantities of samples used for promotionalpurposes, clinical trials purposes and/or compassion clinical experiments ; and ( iii ) sales taxes,(including VAT, customs, duties or other governmental charges levied on the production, sale, transportation, import or export, delivery or use of a Product, but specifically excluding incometax);provided that such deductions shall be directly related to the sale of Products that wereawarded within the regular running of the business of the Company, Affiliate or Sublicensee . Forthe sake of clarity, any payment or rebate received by the Company, Affiliate or Sublicenseefrom any governmental agency directly in relation to sales shall be considered as Net Sales