definiens: will mean the gross invoice price of Products sold by [COMPANY] or Isis ( as applicable ), their respective Affiliates and sublicensees ( but with respect to [COMPANY] does not include Naked Sublicensees ) to a Third Party less the following items : ( i ) trade discounts, credits or allowances, ( ii ) credits or allowances additionally granted upon returns, rejections or recalls, ( iii ) freight, shipping and insurance charges, ( iv ) taxes, duties or other governmental tariffs ( other than income taxes ) and ( v ) government - mandated rebates and ( vi ) a reasonable reserve for bad debts . Except in the cases of Products used to conduct clinical trials, reasonable amounts of Products used as marketing samples and Product provided without charge for compassionate or similar uses, a Party, its Affiliates or sublicensees will be treated as having sold Products for an amount equal to the fair market value of Products if : ( a ) Products are used by such Party, its Affiliates or sublicensees without charge or provision of invoice, or ( b ) Products are provided to a Third Party by such Party, its Affiliates or sublicensees without charge or provision of invoice and used by such third party