definiens: means the gross amount invoiced by NILE, its Affiliates or Sublicensees for the sale of a RoyaltyBearing Product in the Territory to a third party, less the following : ( a)sales, tariff duties, excise or use taxes, value added taxes, directly imposed on or with reference toparticular sales ; ( b)credits or allowances for defective, rejected or returned Products ; and ( c)regular trade and discount allowances ; provided, however, that sales of Products to hospitals or other institutions to be used in the conduct of clinical trialsshall not be included in the calculation of Net Sales . Leasing, lending, consigning or any other activity by means ofwhich a third party acquires the right to possession or use of a Product will be considered a sale for the purpose ofdetermining Net Sales . If the Royalty Bearing Product is sold as part of a larger bundle or kit that incorporates orincludes other products in addition to the Royalty Bearing Product, Net Sales will be computed using an average netselling price of the Royalty Bearing Product * Confidential Treatment Requested Amended and Restated LicenseAgreement page 6 of 35Nile Therapeutics// MayoEXECUTION COPY14 November 2013 sold separately, or if such net selling price is unavailable, it will be computed using that part of such sale as theParties reasonably agree is allocated to the value of the Royalty Bearing Product as compared to the value of thelarger bundle or kit sold with the Royalty Bearing Product