definiens: means, with respect to a Product, the gross invoice price of all units of such Products sold bySanofi, its Affiliates and/or their sublicensees to any Third Party, less the following items : ( a ) trade discounts, creditsor allowances, ( b ) credits or allowances additionally granted upon returns, rejections or recalls, ( c ) freight, shippingand insurance charges, ( d ) taxes, duties or other governmental tariffs ( other than income taxes ), ( e ) government - mandated rebates, and ( f ) a reasonable reserve for bad debts . under the following circumstances willmean the fair market value of such Product : ( i ) Products which are used by [COMPANY], its Affiliates or sublicensees forany commercial purpose without charge or provision of invoice, ( ii ) Products which are sold or disposed of in whole orin part for non cash consideration, or ( iii ) Products which are provided to a Third Party by [COMPANY], its Affiliates orsublicensees without charge or provision of invoice and used by such Third Party except in the cases of Productsused to conduct clinical trials, reasonable amounts of Products used as marketing samples and Product providedwithout charge for compassionate or similar uses