definiens: means, with respect to a Royalty - Bearing Product, the gross invoice price of all units of suchRoyalty - Bearing Products sold by the relevant Commercializing Party, its Affiliates and/or their direct Sublicensees toany Third Party, less the following items : ( a ) trade discounts, credits or allowances, ( b ) credits or allowancesadditionally granted upon returns, rejections or recalls, ( c ) freight, shipping and insurance charges, ( d ) taxes, duties orother governmental tariffs ( other than income taxes ), ( e ) government - mandated rebates, and ( f ) a reasonable reservefor bad debts . under the following circumstances will mean the fair market value of such Royalty - BearingProduct : ( i ) Royalty - Bearing Products which are used by such Commercializing Party, its Affiliates or directSublicensees for any commercial purpose without charge or provision of invoice, ( ii ) Royalty - Bearing Products whichare sold or disposed of in whole or in part for non cash consideration, or ( iii ) Royalty - Bearing Products which areprovided to a Third Party by such Commercializing Party, its Affiliates or direct Sublicensees without charge orprovision of invoice and used by such Third Party except in the cases of Royalty - Bearing Products used to conductclinical trials, reasonable amounts of Royalty - Bearing Products used as marketing samples and Royalty - BearingProduct provided without charge for compassionate or similar uses