definiens: means the gross amount invoiced for sales, leases and other dispositions of Products by a Party, its Affiliates, and sublicensees, to an independent Third Party in an arms - length transaction, less : ( a ) Trade, quantity and cash discounts allowed ; ( b ) Discounts, refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances which effectively reduce the net selling price ; ( c ) Credits for actual Product returns ; ( d ) Any tax imposed on the production, sale, delivery or use of the Product, including, without limitation, sales, use, excise or value added taxes ; ( e ) allowance for bad debt expense that are more than ninety ( 90 ) days old and that Licensee reasonably believes are uncollectible, excludes : ( a ) the transfer of reasonable and customary quantities of free samples of Product(s ) and the transfer ofProduct(s ) as clinical trial materials, other than for subsequent resale ; ( b ) Sales or transfers of Product ( s ) among Ercole or A VI and their respective Affiliates, unless the receiving Party is the consumer or user of the Product ; ( c ) Use by Ercole or AVI or their respective Affiliates or sublicensees of Product for any use connected with the securing of regulatory approval or validating of a manufacturing process or the obtaining of other necessary Marketing Approvals for Product ( unless such Product is subsequently sold ) ; and Notwithstanding the foregoing, if ( i ) a Party enters an arms - length license agreement with a Third Party with respect to a Product and ( ii ) the definition of Net Sales is different in such license agreement than as described above, then, the Parties will use the definition described in the third party license for the calculation of royalties hereunder