definiens: shall mean the total invoiced sales price and/or value of other consideration received for Products soldby Licensee, its Affiliates or sublicensees, less ( a ) sales taxes or other taxes, ( b ) actual shipping and insurance costs, ( c ) actualrebates, credits, or refunds for returned or defective Products, ( d ) trade discounts and quantity discounts or retroactive pricereductions, ( e ) rebates, credits, and chargeback payments ( or the equivalent thereof ) actually granted to managed health careorganizations, wholesalers, or to federal, state / provincial, local and other governments, including their agencies, purchasers, and/or reimbursers, or to trade customers, and ( f ) any import or export duties, tariffs, or similar charges incurred with respect tothe import or export of Products into or out of any country in the Territory . Products will be considered when put intouse, sold, leased or otherwise transferred and a shall be deemed to have occurred upon first use, shipment, invoicing orreceipt of payment, whichever Page 2 of 21shall first occur . Notwithstanding the foregoing, Net Sales shall not include, and shall be deemed zero with respect to, ( i ) theactual distribution of reasonable quantities of promotional samples of Products, and ( ii ) Products provided for clinical trials orresearch purposes at cost or at no charge . Notwithstanding the foregoing, amounts invoiced by Licensee or its Affiliates, ortheir respective sublicensees, for the sale of Products among Licensee or its Affiliates or their respective sublicensees forresale shall not be included in the computation of Net Sales hereunder . Notwithstanding the foregoing, in the event that aProduct is sold by Licensee, its Affiliates or sublicensees as part of a combination product or bundled product ( ), the Net Sales of such Product, for the purposes of determining Royalty payments due under this Agreement, shallbe determined by multiplying the Net Sales ( as originally defined above ) of the Combination Product by the fraction A/(A+B),where A is the average sale price of the Product when sold separately in finished form in any country in which theCombination Product is sold and B is the average sale price of the other product(s ) included in the Combination Product whensold separately in finished form, so that A+B is the average sale price of the Combination Product(s ) together, in the country inwhich the Combination Product is sold, in each case during the applicable Royalty reporting period in which sales of bothoccurred, or, if sales of both the Product and the other product(s ) did not occur in such period, then in the most recent Royaltyreporting period in which sales of both occurred . In the event that such average sale price can not be determined for both theProduct and such other product(s ) in the Combination Product, Net Sales for the purposes of determining Royalty paymentswith respect to such Combination Product shall be mutually agreed by the parties based on the relative value contributed byeach component, such agreement not to be unreasonably withheld