definiens: shall mean the gross amount billed for the sale of Products covered by a Valid Claim to a ThirdParty, less ( a ) applicable taxes ( e.g. sales, excise, or use taxes ) incurred to the extent stated on the invoice as aseparate item ; ( b ) separately stated charges for transportation or customs clearance ; ( c ) credits for defective orreturned royalty bearing Products, to the extent actually allowed ; and ( d ) discounts, rebates, refunds, marketingallowance or other promotional fees identified on the invoice . Transfer of a Product to a Sublicensee for sale by theSublicensee shall not be considered a sale . In the case of such a transfer, the Net Sales price shall be based on thegross billing price of the Product by the Sublicensee as invoiced to its customer, less items ( a ) through ( d ) above . Inthe case of any other arms length sale or other disposal for value other than exclusively for money, such as barter orcounter trade, Net Sales shall be calculated as above on the fair market value of the consideration received . In thecase of any sale or other disposal for value that is not an arms length transaction, Net Sales shall be calculated at thefair market value of the Product as sold in the relevant country of sale or disposal . Product provided at or below costfor bona fide clinical trials, evaluation, research or development purposes shall not be considered a sale or otherdisposal for value for purposes of this definition