definiens: means the total invoiced sales price received for LICENSED PRODUCTS sold by LICENSEE, its AFFILIATES, and their SUBLICENSEES le ss ( a ) sales taxes or other taxes, ( b ) shipping and insurance charges, ( c ) actual allowances, rebates, credits, or refunds for returned or defective LICEN SED PRODUCTS, ( d ) trade discounts and quantity discount s, retroactive price reductions, or other allowance s actually allowed or granted from the billed amount and taken, ( e ) rebates, credits, and chargeback pay ments ( or the equivalent thereof ) granted to managed health c are organizations, wholesalers, or to federal, stat e / provincial, local and other governments, including their agenci es, purchasers, and/or reimbursers, or to trade cus tomers, and ( f ) any import or export duties, tariffs, or simila r charges incurred with respect to the import or ex port of LICENSED PRODUCTS into or out of any country in the LICENSED TERRITORY . LICENSED PRODUCTS will be considered sold when paid for . Notwithstand ing the foregoing, NET SALES shall not include, and shall be deemed zero with respect to, ( 1 ) the distributio n of reasonable quantities of promotional samples o f LICENSED PRODUCTS, ( 2 ) LICENSED PRODUCTS provided f or clinical trials or research purposes, or charitable or compassionate use purposes, or ( 3 ) LI CENSED PRODUCTS provided to any AFFILIATE, SUBLICENSEE or other strategic partner under an agr eement in which NET SALES by such AFFILIATE, SUBLICENSEE or other strategic partner shall be sub ject to royalties under Section 3.5 or 3.6