definiens: means, with respect to a R oyalty - Bearing Product, the gross invoice price of all units of such Royalty - Bearing Products sold by the relevant Commercializing Party, its Affiliates and/ or their direct Sublicensees to any Third Party, less the fo llowing items : ( a ) trade discounts, credits or all owances, ( b ) credits or allowances additionally granted upon ret urns, rejections or recalls, ( c ) freight, shipping and insurance charges, ( d ) taxes, duties or other governmental ta riffs ( other than income taxes ), ( e ) government - man dated rebates, and ( f ) a reasonable reserve for bad debts . under the following circumstances wil l mean the fair market value of such Royalty - Bearing Product : ( i ) Royalty - Bearing Products which are used by suc h Commercializing Party, its Affiliates or direct Sub licensees for any commercial purpose without charge or provision of invoice, ( ii ) Royalty - Bearing Products which are sold or disposed of in whole or in part for non cash consideration, or ( iii ) Royalty - Bearing Products wh ich are provided to a Third Party by such Commercia lizing Party, its Affiliates or direct Sublicensees 6 without charge or provision of invoice and used by such Third Party except in the cases of Royalty - Bea ring Products used to conduct clinical trials, reasonabl e amounts of Royalty - Bearing Products used as marke ting samples and Royalty - Bearing Product provided withou t charge for compassionate or similar uses