definiens: means the gross amount received by CellPro or its sublicensees for the sale or other disposition of a Licensed Produ ct to an unaffiliated third party less the following reasonable deductions for amounts actually incurred related to the sale or other disposition : ( a ) normal, customary trade discounts ( including volume discounts ), credits and rebates and allowan ces and adjustments for rejections, recalls or returns ; ( b ) freight, insurance, sales, use, excise, value -added and similar taxes or duties imposed on the sale and included in the gross amount charged ; and -3- ( c ) the CellPro Carve -Out ( except in the case of a sale or other disposition by a sublicensee of a Licensed Product that contains no CellPro Technology ) ; provided that, in no event shall the tota l of item ( a ) exceed [ * * * ] percent ( [ * * * ] % ) of Net Sales Price . Any Licensed Product sold or otherwise disposed of by CellPro or its sublicensees to an unaffiliated third party in other than an arm 's -length transaction or for other property ( e.g., barter ) shall be deemed invoiced at its fair market value ( determined as the average CellPro selling price for arm 's -length transactions ) in the country of sale or disposition . shall exclude any amount included in Sublicense Fees, reasonable quan tities of Licensed Products given away for promotional, research ( subject to the terms hereof ) or clinical trial purposes or revenues derived from reasonable quantities of Licensed Products supplied for clinical research ( subject to the terms hereof ) on a cost - reimbursement basis