definiens: means the aggregate gross invoice price of ( a ) Approved IVD Products sold by [COMPANY], its Affiliates and its or their licensees, and ( b ) [COMPANY] Products sold by [COMPANY], its Affi liates and its or their licensees, in each case, in the Territory to independent Third Parties in bona - fide, arm’s - le ngth transactions, less the following amounts actually i ncurred, allowed or taken by such Party, its Affili ates or such licensees ( to the extent attributable to the applic able Product and to the extent not already deducted in the amount invoiced ): [ … * * * … ] . Products used in commerc ially reasonable quantities for promotional or samp ling purposes by a Party for which such Party receives n o consideration, Products used in preclinical studi es or clinical trials, and Products used in limited numbe rs in compassionate use programs shall not be consi dered in determining Net Product Sales