definiens: means the gross amount received based on billed or invoiced sales by the applicable party or its Affiliates or sublicensees of ABL Licensed Products or New Vaccine products ( as applicable, the ), less the following : ( i ) customary trade, quantity, or cash discounts and commissions to non -affiliated brokers or agents to the extent actually allowed and taken ; ( ii ) amounts repaid or credited by reason of rejection or return ; ( iii ) to the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a Product which is paid by or on behalf of the applicable party or its Affiliates or sublicensees ; ( iv ) outbound transportation costs prepaid or allowed and costs of insurance in transit ; and ( v ) sales at or below the fully burdened cost of manufacturing Product, solely for research or clinical testing of such Product or for indigent or similar public support or compassionate use programs . In any transfers of Products between the applicable party or its Affiliates or sublicensees and its Affiliate or sublicensee, Net Sales shall be calculated based on the final sale of the Product to an independent third party . In the event that the applicable party or its Affiliates or sublicensees receives non - monetary consideration for any Products, Net Sales shall be calculated based on the fair market value of such consideration . In the event that [COMPANY] or ABL or their Affiliates or sublicensees use or dispose of a Product in the provision of a commercia l service, the Product shall be considered sold and the Net Sales shall be calculated based on the sales price of the Product to an independent third party during the same period or, in the absence of such sales, on the fair market value of the Product as determined by [COMPANY] and ABL in good faith