definiens: means sales and dispositions of Products ( including Companion Diagnostics ) by or on behalfof the Selling Parties in fulfillment of the Global Access Commitment, to the extent that the gross amounts invoicedand the fair market value of non - cash consideration received by the Selling Parties for such sales and dispositions ofProducts does not exceed the sum of : ( a ) the Selling Party ’s fully - burdened cost of goods of such Products;(b ) excise taxes, use taxes, tariffs, sales taxes and customs duties and/or other government charges or fees imposedon the sale of such Products ( including VAT ) ; and ( c ) outbound freight, shipment, insurance and other distributioncosts for such Products . For clarity, to the extent that the gross amounts invoiced and the fair market value of non - cash consideration received by the Selling Parties for sales and dispositions of Products ( including CompanionDiagnostics ) in fulfillment of the Global Access Commitment exceed the sum of ( a ), ( b ) and ( c ) in the foregoingsentence, the amount of such excess shall be included in the calculation of ( and shall not be considered )