definiens: shall mean [COMPANY] 's proprietary formulation of@elipidated and deglycolipidated Mycobacterium vaccag, known as PV AC, as further specified in Exhibit B, and@ily derivatives thereoJ 1.15 shall mean the amount Qnvoicec!J by ZKC, or its Third Party sublicensee(s ), as applicable, for the sale or other disposition to a Third Party of the Licensed Product, less the following deductions for amounts actually incurred related to such sale or other disposition : ( a){9.ormal, customary trade discounts ( including volume discounts ), credits andrebates and allowances and adjustments for rejections, recalls or retum~ and ( b)ID - eight, insurance, sales, use, excise, value - added, consumption and similar taxes or duties imposed on the sale and included in the gross amount charge~ Additionally, shall not include sales of Licensed Product between either\iKC and its Affiliate ~ or between ~ KC and its sublicensee(sj unless such ( b.ffiliate(s ) or sublicensee(s)j as the case may be, arelin end­user of the Licensed Produ~, nor shall include the@istribution of a reasonable amount of Licensed Product solely for use in clinical trials or research performed directly in connection with the Development and Commercialization Pro gran } provided that ZKC does not \E.eceive any compensation in any form for such uS9 Any commercial transfer of the Licensed Product · by ZKC or its Third Party sublicensee(s ) shall be considered a sale hereunder for accounting and royalty purposes . For purposes of this Section 1.15, shall mean a sale or other transfer of the Licensed Product for which ZKC receives consideration . For the avoidance of doubt, shall not include the distribution of samples without charge by ZKC, regardless of the purpose, in accordance with Section 9 hereof . -1.16 DOCSPNW1 : 18657.1 1l911 - 4ASG shall have the meaning set forthin Section * Confidential Treatment -4 - Requested # 18657 vi -ZK Dev . Lice . Agmt . ( unredacted ) .~ - .,