definiens: shall mean the total invoiced sales price and/or value of other consideration received for Products andsold by Licensee or an Affiliate thereof, 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 Page 2 of 19considered when put into use, sold, leased or otherwise transferred and a shall be deemed to have occurred uponfirst use, shipment, invoicing or receipt of payment, whichever shall first occur . Notwithstanding the foregoing, Net Sales shallnot include, and shall be deemed zero with respect to, ( i ) the actual distribution of reasonable quantities of promotionalsamples of Products, and ( ii ) Products provided for clinical trials or research purposes at cost or at no charge . Notwithstandingthe foregoing, in the event that a Product is sold by Licensee as part of a combination product or bundled product ( ), the Net Sales of such Product, for the purposes of determining royalty payments due under thisAgreement, shall be determined by multiplying the Net Sales ( as originally defined above ) of the combination product by thefraction A/(A+B ), where A is the average sale price of the Product when sold separately in finished form in any country inwhich the Combination Product is sold and B is the average sale price of the other product(s ) included in the CombinationProduct when sold separately in finished form, so that A+B is the average sale price of the Combination Product(s ) together, inthe country in which the Combination Product is sold, in each case during the applicable royalty reporting period in whichsales of both occurred, or, if sales of both the Product and the other product(s ) did not occur in such period, then in the mostrecent royalty reporting period in which sales of both occurred . In the event that such average sale price can not be determinedfor both the Product and such other product(s ) in the Combination Product, Net Sales for the purposes of determining royaltypayments with respect to such Combination Product shall be mutually agreed by the parties based on the relative valuecontributed by each component, such agreement not to be unreasonably withheld