definiens: means any Product the manufacture, use, sale, offer for sale or import of which, but for the grant oflicenses in the Research Agreement or License Agreement and without regard to inventorship, would infringe any Valid Claim within Program means with respect to a Licensed Product, gross sales of [COMPANY] ( including its Affiliates ) and its licensees of such Licensed Product to parties that are not Affiliates ( unless such Affiliate is the ultimate end - user of such Licensed Product ), less ( i ) bad debts related to such Licensed Product and ( ii ) sales returns and allowances, including, without limitation, trade, quantity and cash discounts and any other reductions, including, but not limited to, granted on account of price reductions, billing errors, rejected goods, damaged or defective goods, recalls, returns, rebates, chargeback rebates, reimbursements or similar payments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, reductions arising from consumer discount programs, including without limitation the [COMPANY] ShareCard, customs or excise duties, sales tax, consumption tax, valued added tax, and other taxes ( except income taxes ) or duties relating to sales, any payment in respect of sales to any Governmental Authority in respect of any government - subsidized program, [ and freight and insurance ( to the extent that [COMPANY] bears the cost of freight and insurance for a Licensed Product ) ] . For clarity, such sales shall not include units distributed for free ( a ) as samples, ( b ) for use in clinical trials or ( c ) for humanitarian or compassionate use