definiens: shall mean ( a)the gross sales price invoiced for sales, leases or other transfers of Products by theCompany, an Affiliate or Sublicensee to a third party who will be an end user of theProducts ; or ( b)the fair market value of non - monetary consideration received in connection with suchsales, leases or transfers ; after deduction of : ( i ) all commercially reasonable trade, quantity, or cash discounts andcredits by reason of rejection, return, price adjustment, rebates, recalls and unaffiliatedthird party agents ’ commissions ; ( ii ) commercially reasonable quantities of samples usedfor promotional purposes, clinical trials purposes and/or compassion clinical experiments;and ( iii ) sales taxes, ( including VAT, customs, duties or other governmental charges leviedon the production, sale, transportation, import or export, delivery or use of a Product, butspecifically excluding income tax ) ; provided that such deductions shall be directly relatedto the sale of Products that were awarded within the regular running of the business of theCompany, Affiliate or Sublicensee . For the sake of clarity, any payment or rebate receivedby the Company, Affiliate or Sublicensee from any governmental agency directly in relationto sales shall be considered Net Sales