definiens: means the aggregate gross revenues, whether in cash or in kind, derived by or payable from or on account of the sale or other transfer of Finished Products by ONE, Affiliates of ONE, ONE 's sublicensees, Roche or Affiliates of ONE 's sublicensees to an independent third paIty not an Affiliate of ONE, a sublicensee of ONE, Roche, or an Affiliate ofa sublicensee of ONE, less Five Percent ( 5 % ) to cover the following : ( a ) credits or allowances, if any, actually granted on account of price adjustments, recalls, rejection or return of items previously sold, ( b ) excise and sales taxes, duties or other taxes imposed on and paid with respect to such sales ( excluding income or fi'anchise taxes of any kind, and ( c ) outer packing, freight and fi'eight costs . For all Finished Product(s ) used or consumed by others than ONE, ONE shall be entitled to deduct Five Percent ( 5 % ) from Net Sales in lieu of all other deductions such as taxes, shipping charges, packing, allowances and the like prior to calculating royalties due . IfGNE or any of its Affiliates or sublicensees receive non - cash consideration for any Finished Product sold or otherwise transferred to an independent third party not Roche or an Affiliate of the seller or transferor, the fair market value of such non - cash consideration on the date of such transfer as known to ONE, or as reasonably estimated by ONE if unknown, shall be included in the definition of Net Sales . Net Sales shall not inClude Finished Products provided for bona fide clinical trial, evaluation, research or development purposes