definiens: means the amounts invoiced on the sales of Product bv Knoll, its sublicensees and Affiliates to · independent, unrelated third parties in bona fide arms length transactions, less the following deductions properiy documented actually allowed and taken by such third parties and not otherwise recovered by or reimbursed by Knoll, its Affiliates or sublicensees : ( a ) trade, cash and quantity discounts, including charge backs ; ( b ) taxes on sales ( such as sales or use taxes ) to the extent added to . the sales price and set forth separately as such in the total amount invoiced ; ( c ) freight . insurance and other transportation charges to the extent added to the sales prices and set forth separately as such in the total amount invoiced ; ( d ) amounts rePta!d or credited by reason of rejections, defects or returns, · or because of retroactive price reductions, or due to governmental laws or regulations requiring rebates ; ( e ) import duties ; and means further the amount of fair market value of all other consideration received by Knoll, or its sublicensees or Affiliates in respect of the Product, whether such consideration is in cash, payments in kind, exchange or other forms ; but does not mean sales 7 / . ) of the Product between or among Knoll and its sublicensees and/or Affiliates ; ( f ) except In the course of research, including pre - dinical experif1.1ents and clinical studies, and in potential programs of humanitarian or compassionate supply of Product, Knoll does not intend to supply unrelated third parties with Product other than by sales of such Products . However, should Knoll 's intentions in that regard change, Knoll will enter discussions with CAT concerning appropriate compensation to CAT for any sales thereby lost