definiens: means, with respect to a Royalty - 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 following items : ( a ) trade discounts, credits or allowances, ( b ) credits or allowances additionally granted upon returns, rejec tions or recalls, ( c ) freight, shipping and insuran ce charges, ( d ) taxes, duties or other governmental tariffs ( ot her than income taxes ), ( e ) government - mandated reb ates, and ( f ) a reasonable reserve for bad debts . under the following circumstances will mean the fa ir market value of such Royalty - Bearing Product : ( i ) Royalty- Bearing Products which are used by such Commerciali zing Party, its Affiliates or direct Sublicensees for an y commercial purpose without charge or provision of invoice, ( ii ) Royalty - Bearing Products which are sold or dis posed of in whole or in part for non cash considera tion, or ( iii ) Royalty - Bearing Products which are provided t o a Third Party by such Commercializing 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