definiens: means any bona fide first commercial sale at arms length transaction between COMPANY ( or its Sales Partners or Sublicensees ) and an independent third party ( end user or distributors that are not Sales Partners ) for which consideration is received by COMPANY ( or its, Sales Partners or Sublicensees ) for the sale, use, lease, transt((r or other disposition of a Licensed Product or a Licensed Service, and a Sale is deemed completed at the _ time that COMPANY ( or its Sales Partners or Sublicensees ) sends its invoice for a Licensed Product or Licensed Service . -The term means the gross amounts invoiced by COMPANY ( or its Sales Partners or Sublicensees ) as consideration for, or fair market value attributable to, each Sale, less Qualifying Costs directly attributable to a Sale and actually borne by COMPANY ( or its Sales Partners or Sublicensees ) . For purposes of determining Net Sales, the term means the cash consideration that COMPANY ( or its Sales Partners or Sublicensees ) would realize from an unrelated buyer in an arms length sale of an identical item sold in the same quantity and at the time and place of the transaction . Specifically, regarding Licensed Services, Net Sales shall mean any Licensed Products used ~ in Licensed Services, where such Licensed Products should be valued at fair market value . Net Sales shall not include transfers or other distributions or dispositions of Products at no charge for academic research . For the avoidance of doubt, in the event of a Sale between COMPANY ( or its Sales Partners or Sublicensees ) and distributors ( that are not Sales Partners ), the amount invoiced by COMPANY ( or its Sales Partners or Sublicensees ) to such distributors upon Sale ( and not the amount invoiced by such distributors to an independent third party upon further resale ) shall be regarded as Net Sales of such Licensed Products or Licensed Services