definiens: means, with respect to an Option Product or, for the purposes of Section 7.4.2, in the case of a productcontaining a microRNA Compound, the gross invoice price of all units of such products sold by [COMPANY], its Affiliates and / ortheir sublicensees to any Third Party or, for the purposes of Section 7.4.2, in the case of a Third Party sublicense of Regulus, or its Affiliate, to any other Third Party, less the following items : ( a ) trade discounts, credits or allowances, ( b ) credits orallowances additionally granted upon returns, rejections or recalls, ( c ) freight, shipping and insurance charges, ( d ) taxes, dutiesor other governmental tariffs ( other than income taxes ), ( e ) government - mandated rebates, and ( f ) a reasonable reserve for baddebts . under the following circumstances will mean the fair market value of such Product : ( i ) Products which areused by [COMPANY], its Affiliates or sublicensees for any commercial purpose without charge or provision of invoice, ( ii ) Productswhich are sold or disposed of in whole or in part for non cash consideration, or ( iii ) Products which are provided to a ThirdParty by [COMPANY], its Affiliates or sublicensees without charge or provision of invoice and used by such Third Party except inthe cases of Products used to conduct clinical trials, reasonable amounts of Products used as marketing samples and Productprovided without charge for compassionate or similar uses