definiens: shall mean ( 1 ) with respect to sales by a Party, or an Affiliate of a Party, to non -affiliated third party purchasers, 95 % of the actual amount of gross invoice price of Sys tems or Components sold to process or measure samples in Oasis LabCard chips, less : quantity discounts granted at the time of invoice, amounts refunded for faulty or defective product, taxes ( except income taxes ), tariffs, duties and similar governmental c harges paid, ( 2 ) with respect to sales by a Party made to any Affiliate or to any person, firm or corporation enjoying a special course of dealing with a Party, the Net Sales will be determined based on 95 % of the first resale in a bona fide arms -length tr ansaction of the affected System or Component by such Affiliate, person, firm or corporation to third parties, and ( 3 ) with respect to Systems, or individual Components of Systems that are actually used to process or measure samples in Oasis LabCard chips and are used by a Party, or an Affiliate of a Party, to supply services or information to a third party for commercial purposes, or are otherwise disposed of, excluding demonstration or other marketing activities performed for no or de minimis compensation, the Net Sales shall be determined as if such System, Instrument or Assay Reagent had been sold at the average Net Sales for such System or Component actually sold to non -affiliated third parties during the past one hundred and twenty ( 120 ) days