definiens: shall mean [ all gross amounts invoiced and all other consideration received by AZ under an agreement granting such rights to such Sublicensee ], including without limitation, ( i ) { up - front ) payments, ( it ) [ mllestone ] payments, ( iii ) ( running royalties ] and ( iv ) [ any sale of Candidate Drugs or Licensed Products by AZ or its Affiliates ] . With respect to amounts received for ( iv ) above, Net Proceeds shall mean [ the gross invoiced amount on sales of the Licensed Products to the Sublicensee, less deductions allowed to the Sublicensee on such sales for those items listed in Section 1.41 ( a ) through ( e ), and with respect to ( a ) and ( b ) only to the extent actually taken by the Sublicensee, ] 6.8 Sales Subject to Royalties . Sales [ between AZ and its Afflliates ] shall not be subject to royalties hereunder . Royalties shall be calculated on AZ 's or its Affiliates ' sale of the Licensed Products to a Third Party ( including Distributors ) and on Net Proceeds from Sublicencees in accordance with Section 6.7 . Royalties shall be payable only once for any given unit of Licensed Product . For purposes of determining Net Sales, the Licensed Product shall be deemed to be sold when invoiced and a shall not include, and no royalties shall be payable on, transfers by AZ orits Affiliates of samples of Licensed Products or clinical trial materials containing Compound or other transfers or dispositions for charitable, promotional, pre - clinical, clinical, regulatory or governmental purposes