definiens: shall mean a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, Or is under common Control with, the Person specified, I, 2 shall mean Feridex LVAgent Net Sales " shall mean, with respect to any Agent, during the tenn of this Agreement and calculated for each period indicated herein, the gross amount invoiced for such Agent by [COMPANY], its Affiliates, and its Approved Sublicensees to Third Parties, less deductions for : ( i ) quantity and/or cash discounts, allowances, rebates, and chargebacks actually allowed or given ; ( ii ) freight, postage and shipping, and insurance expenses ( if separately identified in such invoice ) ; ( iii ) credits or refunds actually allowed for rejected, outdated or returned Agent ; and ( iv)'sales and other taxes and duties directly related to the sale, to the extent that such items are included in the gross invoice price ( but not including taxes assessed against the income derived from such sale ) ; provided, however, that Agent Net Sales shall not include sales to Affiliates of a reasonable amount of samples and supplies for clinical studies permitted pursuant to this Agreement . In the event of any sale of Agent to any Affiliate or Approved Sublicense for resale to its customers, shall be based on the greater of the amount actually received by [COMPANY] from its Affiliate or Approved Sublicensees or the amount actually received by such Affiliate or Approved Sublicensee from its customers for the sale of Agent