definiens: means the total invoiced sales price and/or value of other consideration received for LICENSED PRODUCTS and sold by LICENSEE or an AFFILI ATE thereof after FDA approval on the use of RIFAXIMIN as an indication for IBS less ( a ) sales t axes or other taxes, ( b ) actual shipping and insura nce costs paid to a THIRD PARTY, ( c ) actual rebates, credits, or refunds for returned or defective LICENSED PRODUCTS, ( d ) trade discounts and quantity discount s or retroactive price reductions, ( e ) rebates, cre dits, and chargeback payments ( or the equivalent thereof ) act ually granted to managed health care organizations, wholesalers, or to federal, state / provincial, local and other governments, including their agencies, p urchasers, and/or reimbursers, or to trade customers, and ( f ) any import or export duties, tariffs, or similar ch arges incurred with respect to the import or export of LICENSED PR ODUCTS into or out of any country in the LICENSED TERRITORY . LICENSED PRODUCTS will be considered when put into use, sold, leased or otherwise transferred and a shall be deemed to have oc curred upon first use, shipment, invoicing or recei pt of payment, whichever shall first occur . Notwithstandi ng the foregoing, NET SALES shall not include, and shall be deemed zero with respect to, ( 1 ) the actual distrib ution of reasonable quantities of promotional sampl es of LICENSED PRODUCTS, ( 2 ) LICENSED PRODUCTS provided f or clinical trials or research purposes at cost or at no charge, or ( 3 ) LICENSED PRODUCTS provided to a sublicensee or other strategic partner under a n agreement in which LICENSEE ( or an AFFILIATE ) shall be receiving royalties or other consideration upon which LICENSEE must pay certain amounts to CSMC und er Section 3.6 . For purposes of clarification, NET SALES shall not include any revenue received in con nection with the sale of LICENSED PRODUCTS prior to FDA approval of the use of RIFAXIMIN as an indicati on for IBS