definiens: of Licensed Products shall mean the gross revenues received by Licensee or its Affiliatefrom a purchaser of a Licensed Product that is not a Sublicensee of Licensee or its Affiliate ( unless such Sublicensee is the enduser of such Licensed Product, in which case the amount received therefore shall be deemed to be the amount that would bebilled to a third party end user in an arm’s - length transaction ) including, if applicable, the value of all properties and servicesreceived in consideration of a Sale of Licensed Products, less the following items, as allocable to such Licensed Product ( if notpreviously deducted from the amount invoiced ): ( i ) trade discounts, credits or allowances ; ( ii ) credits or allowancesadditionally granted upon returns, rejections or recalls ; ( iii ) freight, shipping and insurance charges ; ( iv ) taxes, duties or othergovernmental tariffs ( other than income taxes ) ; and ( v ) government mandated rebates . Where a Sale is deemed consummatedby a gift, use, or other disposition 2 of Licensed Products for other than a selling price stated in cash, the term shall mean the averagegross selling price billed by LICENSEE in consideration of the Sale of comparable Licensed Products during the three(3 ) month period immediately preceding such Sale, without reduction of any kind ; provided, however, that transfers and use ofLicensed Products in clinical trials or for promotional or sampling purposes shall not be considered in determining NetSelling Price