definiens: means the aggregate gross revenues, whether in cas h or in kind, derived by or payable from or on account of the sale or other transfer of Finished Products by [COMPANY], Affiliates of [COMPANY], [COMPANY] ’s sublicensees, Roche or Affiliates of [COMPANY] ’s sublicen sees to an independent third party not an Affiliate of [COMPANY], a sublicensee of [COMPANY], Roche, or an Affiliate of a sub licensee of [COMPANY], less [ … ] to cover the following : ( a ) credits or allowances, if any, actually granted on account of price adjustments, recalls, rejection or return of items previously sold, ( b ) excise and sales taxes, duties or other taxes imposed on and paid with respect to such sales ( excluding income or franchise taxes of any kind ) a nd ( c ) outer packing, freight and freight insurance costs . For all Finished Product(s ) used or consumed by others than [COMPANY], [COMPANY] shall be entitled to deduct [ … ] ) from Net Sales in lieu of all other deductions such as taxes, shipping charges, packing, allowances and the lik e prior to calculating royalties due . If [COMPANY] or any of its Aff iliates or sublicensees receive non - cash considerat ion for any Finished Product sold or 2 otherwise transferred to an independent third party not Roche or an Affiliate of the seller or transfe ror, the fair market value of such non - cash consideration on the date of such transfer as known to [COMPANY], or as reason ably estimated by [COMPANY] if unknown, shall be included in t he definition of Net Sales . Net Sales shall not inc lude Finished Products provided for bona fide clinical t rial, evaluation, research or development purposes