definiens: shall mean the amounts received by LICENSEE from the use of LICENSED PRODUCTS, or the sale ofLICENSED PRODUCTS, less ( i ) discounts or rebates actually allowed from the billed amount, ( ii ) credits or allowancesactually allowed upon claims or returns, ( iii ) shipping and insurance charges, and ( iv ) taxes, customs, or other governmentcharges and surcharges included in the amounts billed . For non - cash and partial - cash sales, NET SALES shall include the fairmarket value of non - cash consideration received for such sale of the same quantity of LICENSED PRODUCTS . For sales notat arms - length, NET SALES shall be equal to the fair market price of such LICENSED PRODUCTS as when transferred incomparable arms - length transactions . In the event that LICENSED PRODUCTS are used by LICENSEE rather than sold, theparties shall agree upon an appropriate NET SALES price for each such use on which to base a royalty calculation . Thedistribution of reasonable quantities of free promotional samples of LICENSED PRODUCT or LICENSED PRODUCTSprovided without charge for clinical trials or research purposes shall not be considered a sale of a LICENSED PRODUCT forroyalty purposes