definiens: shall mean the sum af all sales prices invaiced or atherwise charged on final sale of Products by or on behalf of the Company or any af its Affiliates or sublicensee s, less anly the sum of the fallawing ( a ) usual cash and trade discaunts to custamers ; ( b ) sales, tariff duties, use taxes, sales taxes, excise taxes, value - added taxes and / ar other taxes directly impased and with reference to . particular sales ; ( c ) delivery charges ; ( d ) amaunts allowed or credited on returns ; and ( e ) social insurance discounts . Notwithstanding anything herein to . the contrary, the following shall not be cansidered a sale of a Praduct under this Agreement : ( i ) the transfer of a Product to an Affiliate without cansideration to the Company ; ( ii ) the transfer af a Product to . a third party without cansideratian to . the Company in connection with the development or testing of a Product ; or ( iii ) the transfer of a Product to a third party without consideration in connection with the marketing or promation of the Product, provided hawever that the transferees commit themselves to not sell the Product without paying royalties